ServiceNow (NOW) 10-K risk factor changes: FY2023 vs FY2022

You should carefully consider the risks and uncertainties [removed: under “Risk Factors Summary” and the more detailed descriptions immediately following the summary,] [added: described below,] together with [removed: all of] the other information in this Annual Report on Form 10-K, [removed: including our consolidated financial statements and related notes,] before making an investment decision.

The occurrence of any of the following [removed: risks] [added: risks,] or additional risks and uncertainties not presently known to us or that we currently believe to be [removed: immaterial] [added: immaterial,] could materially and adversely affect our business, financial condition or results of [removed: operations.][added: operations or cause our stock price to decline.]

[removed: Many] [added: The following] risks [removed: affect more than one category,] [added: have been grouped by categories] and [removed: the risks] are not in order of significance or probability of [removed: occurrence because they have been grouped by categories.][added: occurrence.*]

*This summary [removed: of risks below is intended to provide] [added: provides] an overview of the risks we face and should not be considered a substitute for the more fulsome risk factors discussed immediately following this summary.*

- Doing business with the public sector and heavily-regulated [removed: organizations] [added: entities] subjects us to risks related to government procurement processes, [removed: regulations,] [added: regulations] and contracting requirements.

- [removed: As more of our sales efforts are targeted at] [added: Targeting] larger enterprise [removed: customers, our sales cycle] [added: customers] may [removed: become] [added: result in] longer and more expensive [removed: and we may encounter] [added: sales cycles, increased] pricing pressure and implementation and configuration challenges.

- [removed: If we] [added: Actual] or [added: perceived cybersecurity events experienced by us or] our third-party service providers [removed: experience an actual or perceived cybersecurity event,] [added: may create the perception that] our platform [removed: may be perceived as] [added: is] not [removed: being] secure, and we may lose customers or incur significant liabilities, which would harm our [removed: business] [added: business, financial condition] and operating results.

- If we lose key members of our management team or qualified employees or are unable to attract and retain the employees we need, our costs [removed: will] [added: may] increase and our business and operating results [removed: will] [added: may] be adversely affected.

- Lawsuits [removed: against us] by third parties that allege we infringe their intellectual property rights could harm our business and operating results.

- Our use of [removed: open source] [added: open-source] software could harm our ability to sell our products and services and subject us to possible litigation.

- Because we generally recognize revenues from our subscription service over the subscription term, a decrease in new subscriptions or renewals [removed: during a reporting period] may not be immediately reflected in our operating [removed: results for that period.][added: results.]

- Our debt service obligations may adversely affect our financial [removed: condition and cash flows from operations.][added: condition.]

Governments have adopted, and [removed: may] likely [added: will] continue to adopt, laws and regulations affecting the use, storage and movement of data, including laws related to data [removed: privacy,] [added: privacy and security,] the use of machine learning and artificial intelligence (“AI”), and data sovereignty or residency requirements.

Changing laws, regulations and standards applying to the collection, storage, use, sharing, [added: portability,] transfer or other control or processing of data, including personal [removed: data such as employee or marketing] data, could affect our ability to efficiently and cost-effectively offer our [removed: services,] [added: services and] to develop our products and services [removed: to maximize their] [added: for maximum] utility, as well as our customers’ ability to use data or share [removed: data with service providers.][added: data.]

Such changes may restrict our ability to use, store or otherwise process [added: customer] data [removed: of our customers] in connection with providing [added: services] and [removed: supporting] [added: could alter or increase] our [removed: services.][added: compliance requirements.]

[removed: Laws] [added: Such laws] or regulations [removed: related] [added: not only may cause us] to [removed: the use of AI and machine learning technology] [added: modify our data handling practices, which could be costly or burdensome, it also] may impact our ability to use certain data for developing our products [removed: and may also become an impediment to the adoption of our products for] [added: or impede] customers regulated by such laws and [removed: regulations.][added: regulations to adopt our products.]

[removed: In addition, actual] [added: Actual] or perceived non-compliance with those laws and regulations could result in proceedings or investigations against us by regulatory authorities or others, lead to significant fines, damages, [removed: orders] [added: orders, litigation] or reputational harm and may otherwise adversely impact our business, financial condition and operating results.

As the market for digital workflow products and offerings matures and new technologies, in-house solutions and competitors enter the market, we [removed: find ourselves] increasingly [removed: competing] [added: compete] with [added: alternative] solutions and [removed: alternative] approaches to [removed: solving] [added: solve] customer needs or [removed: experiencing] [added: experience customer] reluctance or unwillingness [removed: from customers] to migrate away from their current solutions.

Some of our existing competitors and potential competitors are larger and have greater name [removed: recognition and scale, longer operating histories,] [added: recognition, the ability to] more [added: efficiently scale their business, more] established [added: operations and] customer relationships, [removed: larger marketing budgets] and greater financial and technical resources than we do.

[removed: Competitors and new entrants] [added: Competitors, regardless of their size,] may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards, customer requirements and buying practices.

“Systems of record” operators may attempt to create technology solutions [added: or other mechanisms] that would prevent our systems from integrating with theirs.

[removed: Enterprise software application vendors] [added: They] may [removed: reduce] [added: create pricing pressures by reducing] the price of [removed: or offer free-of-charge] competing products, services or subscriptions [removed: creating pricing pressures,] or [removed: bundle them with] [added: bundling] their [removed: other] offerings causing our offerings to appear relatively more expensive.

[removed: Additionally, companies may expand their services to compete with our services, or] [added: Further,] we [removed: may] [added: expect additional competition as we] shift our products and services to compete with [removed: current and future competitors] [added: providers] in adjacent markets.

[removed: Also,] [added: For example,] as customers increasingly adopt a hybrid (on-premises and [removed: off-premises)] [added: off-premises/hyperscale cloud)] approach for their IT workloads, our cloud services may fail to address evolving customer requirements, including data [removed: localization, which could cause a decline in demand for our services and cause us to experience lower growth.][added: localization.]

[removed: Competition] [added: In addition, competition] from cloud-based vendors may increase as they partner with on-premises hardware providers to deliver their cloud platform as an on-premises or data localized solution.

The pace of innovation will continue to accelerate as customers [removed: increasingly evaluate their purchases based on] [added: recognize] the advantages of [added: acquiring leading] digital technologies and [removed: their need to shift to] [added: adopting] modern cloud-based infrastructure.

As digital transformation accelerates across a customer’s enterprise, [added: cutting-edge] capabilities such as AI, machine learning, hyper automation, low-code/no-code application development, system [removed: observability, database scalability, consumer-grade user experiences, collaboration, Internet-connected devices, security, cryptography, internal software development operations, and application] [added: observability] and [removed: service awareness] [added: predictive insights] become increasingly relevant to the customer’s evolving needs.

- identify and innovate in the right [removed: emerging] technologies;

- keep pace with rapidly changing technological developments, such as AI, [removed: that] [added: which] may disrupt [added: talent needs and] the enterprise software marketplace;

- successfully deliver new, scalable [removed: platform and database] technologies and products to meet customer needs and priorities;

- efficiently integrate with [removed: other] technologies within our customers’ digital environments;

- profitably [added: and efficiently] market and sell products [removed: to companies] in markets where our sales and marketing teams have less experience;

- effectively secure our platform, data and customers’ [removed: data,] [added: data;] and

Further, [added: in response to evolving customer needs,] we may make significant investments in changing [removed: the way] [added: how] we offer our products or services, such as bundling offerings [removed: and] [added: or] shifting to a subscription-based model for support [removed: services, in response to evolving customer needs.][added: services or how our services are delivered or priced.]

Sales outside of North America represented [removed: 35% and] 36% [added: and 35%] of our total revenues for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The growth of our business and future prospects depend on our ability to increase our sales outside [added: of] the U.S. as a percentage of our total revenues.

[removed: Additionally, operating in international markets requires significant investment and management attention and subjects us to different regulatory, political and economic risks from those in the U.S. We] have made, and will continue to make, substantial investments in data centers, [removed: geographic specific] [added: geographic-specific] service delivery models, advisory councils, cloud computing infrastructure, sales, marketing, partnership arrangements, personnel and facilities [removed: as we enter and expand] in new geographic markets.

[removed: We] [added: When we make these investments, it is typically unclear when we will see a return on our investment, and we] may significantly underestimate the level of investment and time required to be successful.

Our rate of acquisition of new large enterprise customers, a factor affecting our growth, has been generally lower in territories where we are less established and where there may be [removed: increased] [added: heightened] or [removed: changing] [added: evolving] regulations and operational and IP [removed: risks, as compared to our more established locations.][added: risks.]

We have experienced, and may continue to experience, difficulties in [removed: some of our investments in] [added: new] geographic [removed: expansion,] [added: markets,] including hiring qualified sales management personnel, penetrating the target market, and managing [removed: foreign operations in such locales.][added: local operations.]

- Delays in improving our information systems and processes could interfere with our ability to support our existing and growing customer and employee base and could adversely impact our business.

- Our failure or perceived failure to achieve our ESG goals or maintain ESG practices that meet evolving stakeholder expectations could adversely affect us.

For example, the EU Data Act is a proposed law with potential significant requirements regarding data portability, interoperability and accessibility and unclear data transfer restrictions, any of which could impact our operations.

In addition, although the new Trans-Atlantic Data Privacy Framework (which replaced the prior Privacy Shield) has been approved, which could facilitate the transfer of data between the United States (“U.S.”) and European Union (“EU”), there remains a possibility that this framework could be challenged in court.

As we continue to innovate and improve the offerings on our platform by leveraging machine learning and AI, our business model may be affected by global trends and laws that regulate the use of AI and machine learning.

In addition, we may become subject to new or heightened legal, ethical or other challenges arising out of the perceived or actual impact of AI on human rights, intellectual property, privacy, and employment, among other issues, and we may experience brand or reputational harm, legal liability or increased costs associated with those issues.

We offer region-specific services, by which customer data is hosted locally and customers may elect to receive support from locally based ServiceNow teams.

Setting up and maintaining these region-specific services require significant investment, including to comply with applicable laws and regulations.

We will also need to continually adapt to customer privacy and security requirements as they change over time.

Further, due to heightened concerns relating to privacy and security regulatory matters, our customers may request certain certifications and failure to obtain, or consistently maintain, those certifications may adversely impact our reputation and business.

If customers are dissatisfied with these changes, our business could be materially adversely impacted.

Additionally, operating in international markets requires significant investment and management attention and subjects us to varying regulatory, political and economic risks.

We

We have made, and may continue to make, significant investments to support our efforts to sell to those entities.

Processes to obtain authorizations and certifications required for us to provide our products and services to those entities often are lengthy and encounter delays, and we may not be able to satisfy, or maintain compliance with, the associated requirements.

subject us to significant risks such as adverse media coverage and/or severe criminal or civil sanctions, which could materially adversely affect our reputation, business, operating results, and prospects.

- introducing vulnerabilities or threats by integrating acquired technologies or businesses;

In the ordinary course of our business, we store, transmit, generate, and process our and our customers’ confidential, proprietary and sensitive data.

As our business expands across the globe, the number of employees, contractors, vendors and other third parties remotely accessing our systems continues to grow.

Our growing business operations increase our exposure to cyberattacks by a range of actors, who have used and will continue to use assorted tactics, techniques, and

procedures, including malicious code, ransomware, social engineering, business email compromises, supply chain attacks, denial of service attacks and similar internet-enabled, fraudulent activity.

Further, during times of war and other major conflicts, we and our third-party providers may be vulnerable to a heightened risk of geopolitically motivated attacks, including cyberattacks, that could materially disrupt our systems and operations, supply chain and ability to provide our services.

The cybersecurity threats are not limited to actors operating in the systems we control directly.

Our increasing reliance on third-party providers and public cloud infrastructure introduces new cybersecurity risks to our business operations.

While we have identified vulnerabilities in our products and services in the past and will continue to do so in the future, we cannot be certain that we will be able to identify all vulnerabilities or address the vulnerabilities of which we become aware.

Further, there have been delays and may continue to be delays in developing patches that can be effectively deployed to address vulnerabilities.

Third parties have, in the past, actively searched for and exploited actual and potential vulnerabilities in our software and will do so in the future.

We also have inherited and may in the future inherit additional security risks from acquiring or partnering with other companies.

While our software is delivered with certain preset configurations, we understand that our customers require flexibility to configure the Now Platform to their specific business needs.

We work closely with our customers to help them evaluate their security configurations, including providing guidance to align configuration settings with their business needs.

We are aware that, on occasion, our customers and ServiceNow have configured certain settings on our platform, or retained preset configurations, in a manner not aligned with their preferred security levels, which can result in, and has resulted in, information being made more widely accessible than intended.

Such misconfigurations can be, and have been, identified publicly, increasing the risk of data being exposed unintentionally.

Techniques used to sabotage or to obtain unauthorized access to systems are constantly evolving and may go undetected until a successful attack occurs.

Moreover, we have experienced security incidents, which may reoccur in the future, that resulted in unauthorized access to, loss, or inadvertent disclosure of confidential, proprietary and sensitive information.

We have observed attempts by third parties to induce or deceive our employees, contractors or users to fraudulently obtain access to our or our customers’ data or assets.

An actual or perceived security breach can have a material effect on ServiceNow’s operations, finances and reputation.

In addition, the assessment and response to security incidents, as well as implementation of appropriate safeguards to protect against future incidents, can lead to material economic and operational consequences.

These consequences can result regardless of whether the incident is suffered by us, affects our third-party service providers or stems from customers action or inaction.

There can be no assurance that any limitations of liability provisions in our subscription agreements, terms of use or other agreements would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim.

In addition, while we maintain insurance coverage, we cannot be certain that such coverage will continue to be available on acceptable terms or

The risks and uncertainties described below are not the only ones we face.

Our stock price could decline due to any of these risks.*

- Our operating results may vary significantly from period to period, and if we fail to meet the financial performance expectations of investors or securities analysts, the price of our common stock could decline substantially.

As a cloud-based service provider, we optimize performance of our products and services by utilizing data centers located in, and support provided from, different jurisdictions.

As we continue to innovate and improve the offerings on our platform, we leverage machine learning and AI to create more efficient and effective workflows for our customers.

Existing and upcoming laws and regulations globally, including European and state specific privacy laws in the United States (“U.S.”), global trends to regulate the use of AI and machine learning, the ruling of the European Court of Justice in Schrems v.

Facebook Ireland and interpretations of that ruling by regulators and customers, recommendations issued by the European Data Protection Board, Standard Contractual Clauses issued by the European Commission, and other global privacy, data residency, sovereignty and transfer laws, regulations and standards (including self-regulatory standards) may cause us to incur substantial operational costs or require us to modify our data handling practices and/or policies, may limit the development, use and adoption of our services, and could reduce overall demand for our services.

While a new Privacy Shield has been proposed to permit the transfer of data between the U.S. and the European Union, the timing and precise requirements of the Privacy Shield are uncertain, as is the possibility that any agreement would be challenged in court.

In 2022, we began offering an EU-centric services delivery model, by which customers may elect to receive support from EU‑based ServiceNow teams, with an EU, cloud‑hosted digital workflow solution.

This offering required a significant investment in financial and human resources, and we may see similar requests for local solutions in other territories.

Changes in our developed or acquired products and how such products utilize data could also alter or increase our compliance requirements.

As a result, our innovation and business drivers in developing or acquiring new and emerging technologies and the demand for our products could be impacted.

Further, as our offerings have become more widely adopted and successful in the market, more competitors are developing competing offerings, including those competitors from adjacent segments.

For example, while the Now Platform was designed to quickly integrate with and offers solutions that are complementary to the offerings of many well-established systems traditionally operating as “systems of record,” competition from those companies has been increasing.

Additionally, sources of alternative solutions and approaches include those provided by:

- enterprise application software vendors, such as Oracle, SAP, Salesforce and Workday;

- new technology vendors and entrants;

- in-house solutions of current and prospective customers; and

- cloud-based vendors.

Smaller competitors, new technology vendors and new entrants may also accelerate pricing pressures in the various markets in which we compete.

We have expanded and expect to continue to expand the breadth of our services to include offerings in new markets and industries, the use of our platform by developers and generally in low-code/no-code capabilities.

As a result, we expect increasing competition from companies focused on these other areas.

Our customers and prospective customers are either facing competing imperatives to adopt digital technologies, or their systems are already built on fully digital, modern, dynamic IT technologies.

If we fail to meet any of these requirements, our competitive position, strategic relevance and business prospects may be harmed.

Customers may be dissatisfied with the change in the manner and scope of how the services are delivered and the resulting change in the pricing model and may resist or be slow to adopt changes to our offerings, all of which may adversely impact our ability to compete.

When we make these investments, it is typically unclear whether, and when, sales in the new market will justify our investments.

Concerns over competitive matters or IP ownership could constrain these partnerships.

If

We have made, and may continue to make, significant investments to support future sales opportunities in various government sectors, including to obtain security authorizations and certifications.

However, government certification processes are lengthy and can often be delayed, affecting our business and results of operations.

Furthermore, government certification requirements may change, or we may be unable to achieve or sustain one or more government certifications or authorizations.

As a result, if such requirements change, our ability to sell into the government sector could be restricted until we meet any revised requirements.

For example, a U.S. cybersecurity Executive Order released recently may create heightened future compliance and incident reporting standards.

Increased business in countries perceived to have heightened levels of corruption subjects us and our officers and directors to increased scrutiny and liability from our business operations.

With such customers, their decision to use our services may be an enterprise-wide decision, requiring multiple levels of sign off.

Such sales require considerable time for the customer to evaluate and test our platform prior to making a purchasing decision and the customer may even rely on third parties with whom we do not have a relationship, which require us to provide greater levels of education regarding the use and benefits of our services, as well as addressing concerns regarding data security, compliance with privacy and data protection laws and regulations of prospective customers with international operations or whose own customers operate internationally.

We have and will continue to enter into strategic transactions or relationships with other businesses to expand our service offerings, go-to-market and sales efforts, functionality or our ability to provide services in international locations.

The majority of our research and development activities, offices, IT systems, and other critical business operations are located near major seismic faults in California and Washington.

In addition, the impacts of climate change on the global economy and our industry are rapidly evolving.

Our operations involve the storage, transmission and processing of our customers’ confidential, proprietary and sensitive data, which may include personally identifiable information, protected health information, financial information and, in some cases, government information.

*This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the fiscal years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and year-to-year comparisons between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

A discussion of our financial condition and results of operations for the fiscal year ended December 31, [removed: 2020] [added: 2021] and year-to-year comparisons between fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] that is not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed on [removed: February 3, 2022.*][added: January 31, 2023.*]

ServiceNow was founded on a simple premise: [removed: a better technology platform will help] [added: to make] work flow better.

[removed: We organize our] [added: Our] workflow applications [added: built on the Now Platform are organized] along four primary areas: Technology, Customer and Industry, Employee and Creator.

The transformation to digital operations, enabled by the Now Platform, increases our customers’ resiliency and security and delivers great experiences and additional value to their [added: C-suite,] employees and consumers.

We are closely monitoring the unfolding events of the Russian invasion of [removed: Ukraine.][added: Ukraine and the current armed conflict in Israel and the Gaza Strip.]

While [removed: the Russia-Ukraine conflict is] [added: these events are] still evolving and the outcome remains highly uncertain, we do not believe the [removed: Russia-Ukraine conflict] [added: conflicts] will have a material impact on our business and results of operations.

However, if the [removed: Russia-Ukraine conflict continues] [added: conflicts continue] or [removed: worsens,] [added: worsen,] leading to greater global economic disruptions and uncertainty, our business and results of operations could be materially impacted.

Our customers in [removed: Russia] [added: these regions] represented an immaterial portion of our net assets and total consolidated revenues both as of and for the year ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022.]

See the “Risk Factors” section in Part I, Item 1A of this Annual Report for further discussion of the possible impact of the [removed: Russia-Ukraine conflict] [added: above conflicts and macroeconomic events] on our [removed: business.][added: business and financial results.]

*Remaining performance obligations.* Transaction price allocated to remaining performance obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and [removed: non-cancelable] [added: non-cancellable] amounts that will be invoiced and recognized as revenue in future periods.

As of December 31, [removed: 2022,] [added: 2023,] our RPO was [removed: $14] [added: $18.0] billion, of which [removed: 49%] [added: 48%] represented cRPO.

RPO and cRPO increased by [removed: 22%,] [added: 29% and 24%,] respectively, compared to December 31, [removed: 2021.][added: 2022.]

We had [removed: 1,637, 1,346,] [added: 1,897, 1,643,] and [removed: 1,082] [added: 1,350] customers with ACV greater than $1 million as of December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

*Free cash flow.* We define free cash flow, a non-GAAP financial measure, as GAAP net cash provided by operating activities [added: plus cash outflows 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.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net cash provided by operating activities | | | $ | [removed: 2,723] [added: 3,398] | | | | | $ | [removed: 2,191] [added: 2,723] | | | | | $ | [removed: 1,786] [added: 2,191] | |

| Purchases of property and equipment | | | [removed: (550)] [added: (694)] | | | | | | [removed: (392)] [added: (550)] | | | | | | [removed: (419)] [added: (392)] | | |

Refer to Note [removed: 11 in the notes] [added: 17 “Commitments and Contingencies,” Note 5 “Business Combinations” and Note 16 “(Benefit from) Provision for Income Taxes”] to our consolidated financial statements included [removed: elsewhere] in this Annual Report on Form 10-K for [removed: further details.][added: more information.]

Our renewal rate was 98% for each of the years ended December 31, [added: 2023,] 2022, [removed: 2021] and [removed: 2020.][added: 2021.]

Our contracts with customers typically include a fixed amount of consideration and are generally [removed: non-cancelable] [added: non-cancellable] and without any refund-type provisions.

Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows, discount rates, [added: revenue growth rates,] the time and expense to recreate the assets and profit margin a market participant would receive.

[removed: The Company evaluates] [added: We evaluate] these estimates and assumptions as new information is obtained and may record adjustments to the fair value of the tangible and intangible assets acquired and liabilities assumed but not later than one year from the acquisition date.

Our contracts are generally [removed: non-cancelable] [added: non-cancellable] during the subscription term, though a customer can terminate for breach if we materially fail to perform.

Revenues from our direct sales organization represented [removed: 79%,] 79% [removed: and 81%] of our total revenues for [added: each of] the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020, respectively.][added: 2021.]

This seasonality of entering into customer agreements is sometimes not immediately apparent in our revenues, due to the fact that we recognize subscription revenues from our cloud offering contracts over the term of the subscription agreement, which is generally 12 to 36 [removed: months, leading to a higher RPO in the fourth quarter.][added: months.]

Although these seasonal factors [removed: are] [added: may be] common in the technology industry, historical patterns should not be considered a reliable indicator of our future sales activity or performance.

Cost of revenues associated with our professional services engagements contracted with third-party partners as a percentage of professional services and other revenues was [removed: 12%, 14%] [added: 10%, 12%] and [removed: 10%] [added: 14%] for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

[removed: Provision] [added: (Benefit from) Provision] for Income Taxes

[removed: Provision] [added: (Benefit from) provision] for income taxes [removed: consist] [added: consists] of federal, state and foreign income taxes.

Comparison of the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| Subscription | | | $ | [removed: 6,891] [added: 8,680] | | | | | $ | [removed: 5,573] [added: 6,891] | | | | | [removed: 24] [added: 26] | | % |

| Professional services and other | | | [removed: 354] [added: 291] | | | | | | [removed: 323] [added: 354] | | | | | | [removed: 10] [added: (18] | | [removed: %] [added: %)] |

| Total revenues | | | $ | [removed: 7,245] [added: 8,971] | | | | | $ | [removed: 5,896] [added: 7,245] | | | | | [removed: 23] [added: 24] | | % |

| Subscription | | | [removed: 95] [added: 97] | | % | | | | 95 | | % | | | | | | |

| Professional services and other | | | [removed: 5] [added: 3] | | % | | | | 5 | | % | | | | | | |

Subscription revenues increased by [removed: $1.3] [added: $1.8] billion for the year ended December 31, [removed: 2022,] [added: 2023,] compared to the prior year, primarily driven by increased purchases by new and existing customers.

Included in subscription revenues is [removed: $253] [added: $322] million and [removed: $241] [added: $253] million of revenues recognized upfront from the delivery of software associated with self-hosted offerings during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

We expect subscription revenues for the year ending December 31, [removed: 2023] [added: 2024] to increase in absolute dollars and [removed: increase slightly] [added: remain relatively flat] as a percentage of revenue as we continue to add new customers and existing customers increase their usage of our products compared to the year ended December 31, [removed: 2022.][added: 2023.]

Our expectations for revenues, cost of revenues and operating expenses for the year ending December 31, [removed: 2023] [added: 2024] are based on the 31-day average of foreign exchange rates for December 31, [removed: 2022.][added: 2023.]

Our intelligent platform, the Now Platform, is a cloud-based solution with embedded artificial intelligence and machine learning capabilities that helps global enterprises across industries, universities and governments unify and digitize their workflows.

The Now Platform automates workflows across an entire enterprise by connecting disparate departments, systems and silos in a seamless way to unlock productivity and improve experiences for both employees and customers.

Additionally, other macroeconomic events, including rising interest rates, global inflation and bank failures, have led to economic uncertainty in the global economy.

To mitigate risk, our cash and cash equivalents are distributed across several large financial institutions and are not concentrated in one financial institution.

We have not experienced any impact to our liquidity or to our current and projected business operations and financial condition due to recent bank failures.

Further, we have policy restrictions on the types of securities that can be purchased as part of our available-for-sale debt securities portfolio.

These restrictions take industry and company concentration limits into consideration among other things.

Furthermore, the majority of our non-marketable equity investments do not have material relationships with any one financial institution, and therefore, we believe that our exposure to loss is immaterial.

We will continue to monitor the direct and indirect impact of macroeconomic events on our business and financial results.

| Repayments of convertible senior notes attributable to debt discount | | | — | | | | | | — | | | | | | 15 | | |

| Business combination and other related costs | | | 24 | | | | | | 7 | | | | | | 53 | | |

| Free cash flow | | | $ | 2,728 | | | | | $ | 2,180 | | | | | $ | 1,867 | |

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

We regularly assess the need for a valuation allowance against our deferred tax assets.

In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized.

As of June 30, 2023, we achieved cumulative U.S. income during the prior twelve quarters when considering pre-tax income adjusted for permanent differences and other comprehensive losses.

Based on all available positive and negative evidence, having demonstrated sustained profitability which is objective and verifiable, and taking into account anticipated future earnings, we concluded it is more likely than not that our U.S. federal and state deferred tax assets will be realizable, with the exception of California.

We continue to maintain a valuation allowance against our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not” realization criteria, particularly as we expect research and development tax credit generation to exceed our ability to use the credits in future years.

Of the $1.2 billion valuation allowance as of December 31, 2022, we released $1.05 billion of our valuation allowance during the year ended December 31, 2023.

We maintained a valuation allowance of $196 million against our California deferred tax assets.

We will continue to monitor the need for a valuation allowance against our deferred tax assets on a quarterly basis.

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

In January 2024, we completed an assessment of the useful life of our data center equipment and determined we should increase the estimated useful life of data center equipment from four to five years.

This change in accounting estimate will be effective beginning fiscal year 2024.

Based on the carrying amount of data center equipment included in property and equipment, net that are in-service as of December 31, 2023, it is estimated this change will increase our fiscal year 2024 operating income by approximately $100 million.

In addition, we continue to see an increase in the number of 12-month agreements entered into with the U.S. federal government throughout the year, with the highest number of agreements entered into in the third quarter, driven primarily by the timing of their annual budget expenditures.

This larger mix of contracts with 12-month renewal terms in the third quarter will generally cause variability in our RPO and cRPO in subsequent quarters until they are renewed.

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

Our income tax benefit for the year ended December 31, 2023 is primarily attributable to the release of the valuation allowance against certain U.S. federal and state deferred tax assets, excluding California.

We continue to maintain a valuation allowance against our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not” realization criteria, particularly as we expect research and development tax credit generation to exceed our ability to use the credits in future years.

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

| | | | 2023 | | | | | | 2022 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | | | |

Our digital workflow products include most of our product offerings and are generally priced on a per user basis.

Our remaining product offerings, primarily comprised of our IT Operations Management (“ITOM”) products are predominantly priced on a subscription unit basis.

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

| | | | 2023 | | | | | | 2022 | | | | | | | | |

The decrease was primarily due to a decrease in contracted third-party partners spend and decreased headcount resulting in a decrease in personnel-related costs, including stock-based compensation.

Our professional services and other gross loss percentage improved to 8% for the year ended December 31, 2023, compared to 9% in the prior year, primarily due to decreased headcount resulting in a decrease in personnel-related costs and a decrease in contracted third-party partners spend.

We help global enterprises across industries, universities and governments to digitize their workflows.

The Now Platform, seamlessly connects workflows across siloed organizations and systems in a way that unlocks productivity, improves experiences for both employees and customers and delivers real business outcomes.

The Now Platform enables our customers’ digital transformation from non-integrated enterprise technology solutions with manual and disconnected processes and activities, to integrated enterprise technology solutions with automation and connected processes and activities.

| Free cash flow (1) | | | $ | 2,173 | | | | | $ | 1,799 | | | | | $ | 1,367 | |

(1)Free cash flow for the years ended December 31, 2021 and 2020 include the effect of $15 million and $82 million, respectively, relating to the repayments of convertible senior notes attributable to debt discount.

To the extent sufficient positive evidence becomes available, we may release all or a portion of our valuation allowance in one or more future periods.

A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded.

Due to cumulative losses, including tax deductible stock compensation, and based on all available positive and negative evidence, we have determined that it is more likely than not that our U.S. deferred tax assets will not be realizable as of December 31, 2022.

Management applied significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future.

In determining the need, or continued need, for a valuation allowance, we considered the weighting of the positive and negative evidence which includes, among other things, cumulative losses including tax deductible stock compensation expense, future growth, forecasted earnings and future taxable income.

However, given our current earnings, anticipated future earnings and future taxable income, we believe there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that the U.S. valuation allowance will no longer be needed.

The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of sustained U.S. profitability that the Company is able to actually achieve, as well as the amount of tax deductible stock compensation dependent upon our publicly traded share price, foreign currency movements and macroeconomic conditions, among other factors.

See Note 2 —Summary of Significant Accounting Policies — Use of Estimates, of the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional information on our change in estimated useful life of our data center equipment during 2022.

Due to cumulative losses, we maintain a valuation allowance against our U.S. deferred tax assets as of December 31, 2022 and 2021.

We consider all available evidence, both positive and negative, including but not limited to earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets in assessing the extent to which a valuation allowance should be applied against our U.S. and foreign deferred tax assets.

| | | | 2022 | | | | | | 2021 | | | | | | | | |

Our digital workflow products include the Now Platform, IT Service Management, Strategic Portfolio Management (formerly known as IT Business Management), IT Asset Management and Enterprise Management, Security Operations, Integrated Risk Management (formerly, Governance, Risk and Compliance), ESG Management, HR Service Delivery, Workplace Service Delivery, Legal Service Delivery, Customer Service Management, Field Service Management, Industry Solutions, App Engine, Automation Engine, Platform Privacy and Security, Procurement Operation Management and Impact are generally priced on a per user basis.

Our IT Operations Management (“ITOM”) products are generally priced on a subscription unit basis, which allows us to measure customers’ management of various IT resources, and decreasingly on a per node (physical or virtual server) basis.

Depreciation expense related to data center hardware and software decreased by $45 million, primarily due to the change in estimated useful life of data center equipment from three years to four years, for the year ended December 31, 2022, as compared to prior year.

Our professional services and other gross loss percentage increased to 9% for the year ended December 31, 2022, compared to 2% in the prior year, primarily driven by planned increase in headcount costs to support the business growth, increase in travel expense for customer implementations and investment in strategic initiatives.

Stock-based compensation increased by $270 million during the year ended December 31, 2022, compared to the prior year, primarily due to additional grants to current and new employees.

| Interest expense | | | $ | (27) | | | | | $ | (28) | | | | | (4 | | %) |

Interest expense decreased during the year ended December 31, 2022, compared to the prior year.

For the year ending December 31, 2023, we expect to incur approximately $23 million of interest expense related to the 2030 Notes.

The difference in rates was primarily attributable to revaluation of our deferred taxes to account for a change in United Kingdom tax rate and a partial valuation allowance related to acquired Lightstep, Inc. deferred tax liabilities in the year ended December 31, 2021.

The income tax provision for the year ended December 31, 2022 was primarily attributable to the mix of earnings and losses in foreign jurisdictions with differing tax rates, state tax expense and the valuation allowance in the United States.

We continue to maintain a full valuation allowance on our U.S. federal and state deferred tax assets and the significant components of the tax expense recorded are current cash taxes payable in various jurisdictions.

The cash tax expenses are impacted by each jurisdiction’s individual tax rates, laws on timing of recognition of income and deductions, and availability of net operating losses and tax credits.

Given the full valuation allowance on our U.S. federal and state deferred tax assets, sensitivity of current cash taxes to local rules and our foreign structuring, we expect that our effective tax rate could fluctuate significantly on a quarterly basis and could be adversely affected to the extent earnings are lower than anticipated in countries that have lower statutory rates and higher than anticipated in countries that have higher statutory rates.

In addition, we made the payment for the investment in Celonis SE of $100 million during the year ended December 31, 2022.

In May and June 2017, we issued the 2022 Notes with an aggregate principal amount of $782.5 million.

During the year ended December 31, 2022, we paid cash to settle $94 million in principal of the 2022 Notes, which was comprised of early conversions of $6 million and remaining principal of $88 million for final settlement on June 1, 2022, the maturity date of our 2022 Notes.

| | | | 2022 | | | | | | 2021 | | |

Refer to Note 17 “Commitments and Contingencies” to our consolidated financial statements included in this Annual Report on Form 10-K for more information.

Revenues denominated in U.S. Dollar as a percentage of total revenues was [removed: 72%, 70%] [added: 71%, 72%] and [removed: 71%] [added: 70%] for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

A hypothetical 10% increase in the U.S. Dollar against other currencies would have resulted in a decrease in operating income of [removed: $75] [added: $107] million, [removed: $62] [added: $75] million and [removed: $47] [added: $62] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

We had an aggregate of [removed: $6.4] [added: $8.1] billion in cash, cash equivalents, short-term investments and long-term investments as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] a hypothetical 100 basis point increase in interest rates would have resulted in an approximate [removed: $39] [added: $60] million decline of the fair value of our available-for-sale [added: debt] securities.

As of December 31, [removed: 2021,] [added: 2022,] we had an aggregate of [removed: $4.9] [added: $6.4] billion in cash, cash equivalents, short-term investments and long-term investments, and a hypothetical 100 basis point increase in interest rates would have resulted in an approximate [removed: $30] [added: $39] million decline of the fair value of our available-for-sale [added: debt] securities.

The 2030 Notes are unsecured obligations and the indentures governing the 2030 Notes contain customary events of default and covenants that, among others and subject to exceptions, restrict [removed: the Company’s] [added: our] ability to incur or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had [removed: $252] [added: $268] million and [removed: $99] [added: $252] million, respectively, of non-marketable equity investments in privately held companies.

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

In May and June 2017, we issued the 2022 Notes with an aggregate principal amount of $782.5 million.

These 2022 Notes were recorded at face value less unamortized discount on our consolidated balance sheet.

Because these instruments do not bear interest, we had no economic interest rate exposure associated with changes in interest rates.

However, the fair value of our 2022 Notes was exposed to interest rate risks.

In addition, the fair value of the 2022 Notes was affected by our stock price due to the conversion feature and would generally increase as the stock price increases.

The remaining principal of 2022 Notes was settled on June 1, 2022.

ServiceNow was founded on a simple premise: [removed: a better technology platform will help] [added: to make] work flow better.

[removed: We organize our] [added: Our] workflow applications [removed: along] [added: built on the Now Platform are organized in] four primary areas: Technology, Customer and Industry, [removed: Employee] [added: Employee,] and Creator.

Our Technology Workflows [removed: give] [added: empower] Information Technology (“IT”) departments [removed: the ability] to plan, build, operate and service [removed: across] the [removed: entire technology lifecycle.][added: IT needs of the business enterprise.]

Our Employee Workflows help customers simplify how their employees [removed: get the] [added: access] services they need, creating a [removed: familiar,] consumer-like [removed: way to get work done from wherever an employee may be—at home, in the workplace or in the field.][added: experience.]

Our Creator Workflows enable [removed: our] customers to quickly create, test, and deploy their own [added: low-code] applications on the Now Platform.

Traditionally, business processes have been [removed: automated and] embedded [removed: across] [added: in separate] enterprise technology [removed: systems from] [added: systems, such as] finance, human resources (“HR”), [removed: sales,] [added: sales and] customer [removed: support] [added: support, which have become disconnected, siloed] and [removed: beyond.][added: complex, offering limited flexibility and adaptability.]

We believe a better service and end-user [removed: experience is] [added: experience, and organizational agility are] the ultimate desired [removed: outcome] [added: outcomes] of digital transformation.

The transformation to digital operations, enabled by the Now Platform, increases our customers’ resiliency and security and delivers great experiences and additional value to their [added: C-suite,] employees and consumers.

[removed: Over time, we expanded beyond our ITSM capabilities] [added: We continue] to [added: evolve these workflows to] meet the needs of our customers’ expanding digital requirements [removed: to modernize] [added: by modernizing] technology operations, employee experiences, customer experiences, industry-specific [removed: challenges] [added: challenges,] and application development and integration.

For example, a new employee [removed: uses] [added: can use] ServiceNow to complete onboarding tasks [removed: with their new employer.][added: seamlessly.]

For example, many companies now have multi-year digital transformation [removed: plans, many of which involve introducing uses] [added: plans that introduce the use] of additional ServiceNow products and services.

[removed: ServiceNow strives] [added: Our ability] to help our customers solve their unique challenges, operate on their unique technologies and systems and change at their [added: own] unique [removed: pace.][added: pace, all on a single platform, has earned us their trust with their mission-critical operations.]

[removed: For all] [added: By prioritizing] these [removed: reasons,] [added: values, we are able to gain] our [removed: customers trust us with their mission critical operations,] [added: customers’ trust, execute on our overall business strategy] and [removed: we] feel immensely proud that “The World Works with ServiceNow.”

ServiceNow’s product portfolio—which spans our Technology, Customer and Industry, [removed: Employee] [added: Employee,] and Creator [added: & Other] Workflows—is delivered on the Now Platform.

Each year, two [added: major] platform upgrades are released, delivering new standard functionality and new standalone products to further simplify the way our customers work and enhance productivity.

[removed: ][added: ]

[removed: The Now Platform] [added: It] is a single platform with one data model, one code base and one architecture, enabling speed, productivity and innovation and offering a one-stop shop for automation and simplification of manual processes.

The Now Platform [removed: delivers] [added: automates] workflows across [removed: siloed organizations and systems] [added: an entire enterprise] by connecting [removed: them together] [added: disparate departments, systems, and silos] in a seamless way to unlock productivity and improve experiences for both employees and customers.

As the foundation for how we deliver our [removed: enterprise-wide] [added: cross-enterprise] digital workflows, the Now Platform [removed: integrates with] [added: orchestrates work across] our customers’ cloud platforms and systems of choice, allowing our customers to [removed: deliver workflows across] [added: get work done regardless of] their current and future preferred systems of record and collaboration platforms.

The automation of workflows on our platform can be enhanced by additional functionality, [removed: such as artificial intelligence (“AI”),] [added: including, depending on the product, AI (including generative AI),] machine learning, robotic process automation, process mining, performance analytics, [removed: electronic service catalogs] and [removed: portals, configuration management systems, data benchmarking, encryption and collaboration and] low-code/no-code development tools.

[removed: While every company has a different suite of user interfaces from web-based to mobile to conversation applications, the] [added: The] Now Platform [added: also] creates a common user experience to manage workflows across all [removed: interfaces.][added: interfaces so end users can get work done anywhere from web-based to mobile to conversation applications.]

Enterprises can leverage our platform’s [removed: consumer-like, mobile] [added: consumer-like] experiences to help them deliver services such as [added: mobile] HR information and tools or ordering a computer.

Our goal is to make our customers’ work lives as [removed: simple, easy] [added: simple] and [removed: mobile-friendly] as [added: easy as] their personal lives.

[removed: Our] Technology Workflows help companies unite IT, [added: technology,] risk [removed: management,] [added: management] and security operations on a single platform to deliver modern, resilient digital services aligned to our customers’ priorities.

Our Technology products [removed: assist] [added: enable] IT departments to serve their customers, manage their [removed: networks,] [added: IT infrastructure,] identify and remediate security vulnerabilities and threats, gain visibility across their IT resources and asset lifecycles, optimize IT costs and reduce time spent on administrative tasks.

[removed: Many of these] [added: Our Technology] products also [removed: enable] [added: drive enterprise-wide outcomes, as well as power] our Customer and [removed: Industry] [added: Industry,] and Employee Workflows.

[removed: As our flagship product suite, ITSM] [added: Our IT Service Management (“ITSM”) product, powered by AI,] defines, structures, consolidates, manages and automates the digital services that an enterprise offers its employees, customers and partners.

[removed: Among] ITSM’s capabilities [removed: are] [added: include, among others,] predictive intelligence, Virtual Agent, [removed: recording incidents, remediating problems, automating] [added: incident management and response,] routine [removed: tasks] [added: task] and [removed: requests,] [added: request automation,] performance analytics and [removed: continual improvement management] [added: process optimization] capabilities.

Our IT Operations Management product [removed: suite connects] [added: helps identify, monitor and manage] a customer’s physical and cloud-based IT [removed: infrastructure with our applications and platform.][added: infrastructure.]

[removed: *Observability*][added: *Cloud Observability*]

[removed: Lightstep] [added: Cloud] Observability provides deep, real-time visibility into cloud-native [removed: environments] and [removed: custom applications] [added: monolithic environments] that power our customers’ internal- and external-facing products and services.

[removed: Lightstep] [added: Cloud] Observability empowers site reliability engineering and application development teams to mitigate business disruption, accelerate [removed: innovation] [added: innovation,] and deliver outstanding customer experiences.

[removed: Our] IT Asset Management [removed: product] [added: inventories and] automates customers’ [removed: IT] software, hardware and cloud asset lifecycles with workflows [added: and analytics] to track the financial, contractual and inventory details of these IT assets from end-to-end.

[removed: Our] Enterprise Asset Management [removed: product] [added: inventories and] automates processes across the lifecycle of a customer's physical business assets from planning, deployment, inventory management and maintenance through retirement.

Our Security Operations product [added: suite] connects [added: security] with [added: the rest of the enterprise, integrating] internal and third-party security [removed: alerts from a customer’s infrastructure to prioritize] and [added: vulnerability data to quickly] respond to [added: security] incidents and [removed: vulnerabilities] [added: vulnerabilities, prioritized] according to their potential impact on a customer’s business.

Our Integrated Risk Management (“IRM”) [added: product] suite [removed: (formerly, Governance, Risk and Compliance)] helps customers manage risk and resilience in real time.

[removed: Among the IRM product suite’s] [added: IRM’s] capabilities [removed: are] [added: include] policy and compliance management, [added: regulatory change management, compliance case management, IT and operational] risk management, [added: audit management,] business continuity management, [removed: third-party risk management,] privacy management, [removed: audit management] and [removed: operational] [added: third party and vendor] risk management.

Our Strategic Portfolio Management (“SPM”) product [removed: suite (formerly, IT Business Management)] enables customers to drive business outcomes by aligning their strategy with investments and execution.

SPM helps customers plan, visualize and track value realization across their portfolio of projects, initiatives and digital [removed: products.][added: products all on one platform.]

[removed: ServiceNow] [added: Our] ESG Management [added: product] helps customers elevate their environmental, social and governance (“ESG”) programs with streamlined data collection, on-demand progress [removed: monitoring] [added: monitoring,] and automated reporting.

We are the end-to-end intelligent workflow automation platform for digital businesses.

Our intelligent platform, the Now Platform, is a cloud-based solution with embedded artificial intelligence (“AI”) and machine learning (“ML”) capabilities that helps global enterprises across industries, universities and governments unify and digitize their workflows.

By connecting workflows across siloed organizational functions and systems, the Now Platform delivers business outcomes, including unlocking productivity, streamlining processes, and improving experiences for both employees and customers.

For example, we embedded into each of these workflows AI and ML capabilities, such as text-to-code, intent understanding, knowledge synthesis, issue summarization, and virtual agent to drive employee, customer, agent and developer productivity for our customers.

They also fail to provide the intuitive and empowering experience that users now expect from consumer-grade applications.

The Now Platform offers a solution to these limitations by enabling rapid business process automation across enterprise technology systems that keeps pace with a rapidly changing environment.

The Now Platform’s single data model and architecture allows work to be done across the enterprise with a unified, consumer-grade user experience.

Through an integrated ServiceNow workflow, our consumer-grade mobile application guides the employee through onboarding tasks originating from ServiceNow or other systems, automating tasks across multiple functions such

as HR, IT, facilities and more.

Similarly, the Now Platform enables customer service to be executed in a way that reduces customer effort, provides proactive service, empowers agents and streamlines communication and automation across departments.

Because of these advantages, our customers frequently expand their use of the Now Platform.

Our ambition to become the defining enterprise software company of the 21st century is the driving force behind our commitment to providing exceptional customer service and our overall business strategy and is guided by our values:

The Now Platform is the intelligent platform for end-to-end digital transformation.

Further, the Now Platform is uniquely positioned to bring the full potential of generative AI to the enterprise.

With our recent software release, we have combined the power of the Now Platform with new generative AI features to provide AI-driven intelligence to every corner of the business.

These features are offered through Now Assist, our generative AI solution available for certain products at an additional cost.

We offer enterprise-ready, domain-specific large language models (“LLMs”) that power generative AI experiences on the Now Platform, and we support customer use of third-party LLMs.

By infusing generative AI into the Now Platform and all ServiceNow workflows, we are enhancing every business-critical function to increase productivity, accelerate agility and deliver value for customers across all industries.

Now Assist for ITSM, a generative AI solution, can help improve agent productivity and the employee experience with faster, more seamless resolutions.

It provides summaries of Virtual Agent interactions and incident history so agents can efficiently resolve incidents.

Upon incident closure, solution notes are generated to speed wrap times and adhere to incident management best practices.

Our Customer Service Management (“CSM”) product helps teams deliver seamless customer service experiences by connecting front, middle and back offices, optimizing omnichannel self-service automated issue resolution, and enabling agents with real-time intelligence.

Additionally, with CSM, companies can route work to the right agent based on priority and category, decreasing errors by surfacing recommended solutions based on prior cases and interactions.

Now Assist for CSM, a generative AI solution, rapidly generates summaries for cases and chats, reduces manual work, and allows agents to resolve customer issues faster.

This solution helps accelerate time to resolution, reduce case volume, and personalize service, which leads to reduced customer effort and increased customer satisfaction.

Our Field Service Management product automates and streamlines field service processes to increase technician productivity, improve first time fix rates, and optimize field technician dispatching.

Organizations can streamline resource management and empower technicians with job details, customer information, and parts required to maximize effectiveness and deliver great customer experiences.

We expect the number of industry-specific solutions to grow as we gain adoption in new industries.

|  With Financial Services Operations, banking and insurance customers can unite their front, middle and back offices to improve customer and employee experiences while reducing operating costs. | | |  With Public Sector Digital Services, public sector customers of all sizes can build a seamless experience to increase trust, empathy and transparency between government agencies and constituents, and connect government agencies with each other on a single digital platform. | | |

Our HR Service Delivery product helps organizations manage employee requests by defining, structuring, consolidating, managing and automating HR services.

HR Service Delivery capabilities include HR case management,

Now Assist for HR Service Delivery, a generative AI solution, helps HR leaders drive productivity and operational efficiency, reduces redundant, manual tasks for HR teams, and gets employees the answers they need quickly.

From payroll discrepancies to employee information updates, HR managers can resolve a range of issues quickly by reviewing instant summaries of case topics, previous history of live chat and Virtual Agent interactions, prior resolutions and actions taken.

Our Workplace Service Delivery product helps organizations manage workplace services, facilities and real estate.

With Workplace Service Delivery, companies can optimize their workspace with real-time analytics and indoor mapping capabilities, and can automate workplace requests, reservations and repairs, and track health and safety incidents to keep workplaces running smoothly.

To help customers in key business functions, we also enable Other Workflows through Platform Privacy and Security and Source-to-Pay Operations, among other products.

With Now Assist for Creator, a generative AI solution, development teams can create and scale apps more quickly on the Now Platform.

Trained on code from ServiceNow engineering, results generated with Now Assist for Creator are generally higher quality and more scalable and secure than any other code generation technology.

This solution includes the general availability of text-to-code, which converts natural language text into high-quality code suggestions, and in some cases into complete code, enabling faster development and increased productivity.

Our App Engine product empowers our customers’ employees to create enterprise-class workflows using low-code and no-code development tooling and does not require formal coding experience.

We help global enterprises across industries, universities and governments to digitize their workflows—the individual tasks that need to be executed to get a job done.

Our technology platform, which we refer to as the Now Platform, seamlessly connects workflows across siloed organizations and systems in a way that unlocks productivity, improves experiences for both employees and customers and delivers real business outcomes.

Over time, these systems have become disconnected, siloed and complex, as they offer limited flexibility and adaptability and lack the intuition and empowerment that users have come to expect from consumer-grade internet applications and sites.

ServiceNow reduces these limitations.

We offer the capability to quickly change how work is done to keep pace with a rapidly changing environment.

The Now Platform delivers a simple, user-friendly experience, making work easier, faster and more productive.

Our success began with Information Technology Service Management (“ITSM”), a category in which ServiceNow remains a market leader.

We are recognized as a leader for multiple products across our Technology, Customer and Industry, Employee and Creator Workflows.

The Now Platform’s task-based orientation allows work to be done with a single, aligned view of every service experience.

The new employee interfaces through an integrated ServiceNow platform that guides the employee through tasks originated from ServiceNow or other systems.

Similarly, customer service can be executed in a way that solves problems without creating frustration.

Over the years, we have expanded our customer base, and our customers have expanded their use of the Now Platform.

From a single, out-of-the-box solution, companies recognize the value of using additional products to strengthen the richness and quality of their data running through the Now Platform.

As we help organizations realize more value from the Now Platform and better serve their stakeholders, we do so in a manner that also helps organizations accelerate their environmental, social and governance (“ESG”) ambitions.

To serve the growing focus on ESG, ServiceNow also offers an integrated ESG solution on the Now Platform as part of our Technology Workflows.

The foundation of our approach to customers and our ambition to be the defining enterprise software company of the 21st century is grounded in our values.

The Now Platform also powers three native mobile experiences for everyday work across the enterprise: Virtual Agent, Now Mobile and Mobile Onboarding.

We enable technology departments through IT Service Management (“ITSM”), IT Operations Management, Observability, IT Asset Management, Security Operations, Integrated Risk Management and Strategic Portfolio Management, among other products.

We also enable enterprise-wide outcomes through Enterprise Asset Management, Integrated Risk Management, Strategic Portfolio Management and ESG Management products.

We enable Customer and Industry Workflows through Customer Service Management, Field Service Management and Industry specific products, among other products.

Our Customer Service Management product defines, structures, consolidates, manages and automates common customer service cases and requests, such as password resets.

Additionally, with Customer Service Management, companies can route work from the customer service agent to field service, engineering, operations, finance or legal personnel to resolve the underlying issues.

We intend to offer other industry-specific solutions in addition to our other workflow products.

- With Financial Services Operations, banking and insurance customers can unite their front, middle and back offices to improve customer and employee experiences.

- With Healthcare and Life Sciences Service Management, customers can offer consumer-grade experiences, unlock productivity, streamline operations and efficiently manage and service clinical devices.

- In addition, with our newly launched Public Sector Digital Services platform in 2022, public sector customers can build a seamless experience to increase trust, empathy and transparency between government agencies and constituents, and connect government agencies with each other on a single digital platform.

We enable Employee Workflows through HR Service Delivery, Safe Workplace Suite, Workplace Service Delivery, and Legal Service Delivery, among other products.

Our HR Service Delivery product defines, structures, consolidates, manages and automates HR services related to employee requests.

Our Workplace Service Delivery product keeps our customers’ workplaces running smoothly with a multi-channel, mobile-enabled solution.

With Workplace Service Delivery, employees of our customers can automate requests, reservations and repairs and track health and safety incidents, which enables them to optimize space usage, receive easy access to services, manage requests efficiently and get real-time visibility.

The user experience is further enhanced when such apps and features are used on the same platform on which they were built.

Our App Engine product empowers enterprise-class low-code application delivery with intuitive and intelligent experiences, at speed and scale.

With App Engine, customers and third-party developers can extend workflow automation by creating, testing and deploying their own consumer-grade applications that can be scaled from a single department to the entire enterprise.

- an application developed by a global company that allows its employees around the world to request compliance, data privacy and legal services through a single self-service portal, freeing legal and compliance personnel to focus on their core functions;

- an application developed by a company to permit its sales personnel to view training materials remotely that has become the primary medium for disseminating sales materials to employees and third-party brokers; and

- a state-of-the-art supplier relationship management application developed by a technology research and advisory firm, that facilitates the roll out of enhanced services at competitive prices.

Our Automation Engine product enables anyone who creates an application on the Now Platform to extend workflows into third-party products and leverage robotic process automation and document intelligence capabilities.

Automation Engine also provides a framework that allows developers to create and publish integrations for use by anyone.

The Now Platform provides connectors to hundreds of products and integrations in the ServiceNow Store.

*Procurement Operations Management*

[removed: From time to time, we] [added: We] are party to [added: certain] litigation and other legal [removed: proceedings in the ordinary course of business.][added: proceedings.]

While [removed: the results of any litigation or other] legal proceedings are [removed: uncertain,] [added: inherently unpredictable and subject to uncertainties,] we [removed: are] [added: do] not [removed: presently a party to] [added: believe that the ultimate resolution of] any [removed: legal proceedings that, if determined adversely to us, would] [added: such proceedings, whether taken] individually or [removed: taken together] [added: in the aggregate, is likely to] have a material adverse effect on our business, financial position, results of operations or cash flows.

For additional information regarding legal proceedings, see Note 17 in the notes to our consolidated financial statements in this Annual Report on Form 10-K.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

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, which was June 30, [removed: 2022,] [added: 2023,] the aggregate market value of its shares (based on a closing price of [removed: $475.52] [added: $561.97] per share on June 30, [removed: 2022] [added: 2023] as reported on the New York Stock Exchange) held by non-affiliates was approximately [removed: $73.6] [added: $87.8] billion.

As of January [removed: 25, 2023,] [added: 19, 2024,] there were approximately [removed: 203] [added: 205] million shares of the registrant’s Common Stock outstanding.

Portions of the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders (Proxy Statement) to be filed within 120 days of the registrant’s fiscal year ended December 31, [removed: 2022,] [added: 2023,] are incorporated by reference in Part III of this Report on Form 10-K.

| Item 1 | | | [removed: [Business](#i3bff35993a6d445fb3139264eb6c43de_13)] [added: [Business](#i2fb86d8ca224400c9cb48c6bf7d8b20a_13)] | | | [removed: [1](#i3bff35993a6d445fb3139264eb6c43de_13)] [added: [1](#i2fb86d8ca224400c9cb48c6bf7d8b20a_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#i3bff35993a6d445fb3139264eb6c43de_16)] [added: Factors](#i2fb86d8ca224400c9cb48c6bf7d8b20a_16)] | | | [removed: [12](#i3bff35993a6d445fb3139264eb6c43de_16)] [added: [13](#i2fb86d8ca224400c9cb48c6bf7d8b20a_16)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i3bff35993a6d445fb3139264eb6c43de_19)] [added: Comments](#i2fb86d8ca224400c9cb48c6bf7d8b20a_19)] | | | [removed: [27](#i3bff35993a6d445fb3139264eb6c43de_19)] [added: [27](#i2fb86d8ca224400c9cb48c6bf7d8b20a_19)] | | |

| Item 2 | | | [removed: [Properties](#i3bff35993a6d445fb3139264eb6c43de_22)] [added: [Properties](#i2fb86d8ca224400c9cb48c6bf7d8b20a_22)] | | | [removed: [27](#i3bff35993a6d445fb3139264eb6c43de_22)] [added: [30](#i2fb86d8ca224400c9cb48c6bf7d8b20a_22)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i3bff35993a6d445fb3139264eb6c43de_25)] [added: Proceedings](#i2fb86d8ca224400c9cb48c6bf7d8b20a_25)] | | | [removed: [27](#i3bff35993a6d445fb3139264eb6c43de_25)] [added: [30](#i2fb86d8ca224400c9cb48c6bf7d8b20a_25)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i3bff35993a6d445fb3139264eb6c43de_28)] [added: Disclosures](#i2fb86d8ca224400c9cb48c6bf7d8b20a_28)] | | | [removed: [27](#i3bff35993a6d445fb3139264eb6c43de_28)] [added: [30](#i2fb86d8ca224400c9cb48c6bf7d8b20a_28)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3bff35993a6d445fb3139264eb6c43de_34)] [added: Securities](#i2fb86d8ca224400c9cb48c6bf7d8b20a_31)] | | | [removed: [28](#i3bff35993a6d445fb3139264eb6c43de_31)] [added: [31](#i2fb86d8ca224400c9cb48c6bf7d8b20a_31)] | | |

| Item 6 | | | [removed: [\[Reserved\]](#i3bff35993a6d445fb3139264eb6c43de_37)] [added: [\[Reserved\]](#i2fb86d8ca224400c9cb48c6bf7d8b20a_37)] | | | [removed: [30](#i3bff35993a6d445fb3139264eb6c43de_37)] [added: [34](#i2fb86d8ca224400c9cb48c6bf7d8b20a_37)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3bff35993a6d445fb3139264eb6c43de_40)] [added: Operations](#i2fb86d8ca224400c9cb48c6bf7d8b20a_40)] | | | [removed: [30](#i3bff35993a6d445fb3139264eb6c43de_40)] [added: [34](#i2fb86d8ca224400c9cb48c6bf7d8b20a_40)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3bff35993a6d445fb3139264eb6c43de_61)] [added: Risk](#i2fb86d8ca224400c9cb48c6bf7d8b20a_61)] | | | [removed: [43](#i3bff35993a6d445fb3139264eb6c43de_61)] [added: [48](#i2fb86d8ca224400c9cb48c6bf7d8b20a_61)] | | |

| Item 8 | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i3bff35993a6d445fb3139264eb6c43de_64)] [added: Data](#i2fb86d8ca224400c9cb48c6bf7d8b20a_64)] | | | [removed: [45](#i3bff35993a6d445fb3139264eb6c43de_64)] [added: [50](#i2fb86d8ca224400c9cb48c6bf7d8b20a_64)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3bff35993a6d445fb3139264eb6c43de_151)] [added: Disclosure](#i2fb86d8ca224400c9cb48c6bf7d8b20a_163)] | | | [removed: [77](#i3bff35993a6d445fb3139264eb6c43de_151)] [added: [83](#i2fb86d8ca224400c9cb48c6bf7d8b20a_163)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i3bff35993a6d445fb3139264eb6c43de_154)] [added: Procedures](#i2fb86d8ca224400c9cb48c6bf7d8b20a_166)] | | | [removed: [77](#i3bff35993a6d445fb3139264eb6c43de_154)] [added: [83](#i2fb86d8ca224400c9cb48c6bf7d8b20a_166)] | | |

| Item 9B | | | [Other [removed: Information](#i3bff35993a6d445fb3139264eb6c43de_157)] [added: Information](#i2fb86d8ca224400c9cb48c6bf7d8b20a_169)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_157)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_169)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i3bff35993a6d445fb3139264eb6c43de_160)] [added: Inspections](#i2fb86d8ca224400c9cb48c6bf7d8b20a_172)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_160)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_172)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3bff35993a6d445fb3139264eb6c43de_166)] [added: Governance](#i2fb86d8ca224400c9cb48c6bf7d8b20a_178)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_166)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_178)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i3bff35993a6d445fb3139264eb6c43de_169)] [added: Compensation](#i2fb86d8ca224400c9cb48c6bf7d8b20a_181)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_169)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_181)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3bff35993a6d445fb3139264eb6c43de_172)] [added: Matters](#i2fb86d8ca224400c9cb48c6bf7d8b20a_184)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_172)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_184)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i3bff35993a6d445fb3139264eb6c43de_175)] [added: Independence](#i2fb86d8ca224400c9cb48c6bf7d8b20a_187)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_175)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_187)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i3bff35993a6d445fb3139264eb6c43de_178)] [added: Services](#i2fb86d8ca224400c9cb48c6bf7d8b20a_190)] | | | [removed: [78](#i3bff35993a6d445fb3139264eb6c43de_178)] [added: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_190)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i3bff35993a6d445fb3139264eb6c43de_184)] [added: Schedules](#i2fb86d8ca224400c9cb48c6bf7d8b20a_196)] | | | [removed: [79](#i3bff35993a6d445fb3139264eb6c43de_184)] [added: [85](#i2fb86d8ca224400c9cb48c6bf7d8b20a_196)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#i3bff35993a6d445fb3139264eb6c43de_187)] [added: Summary](#i2fb86d8ca224400c9cb48c6bf7d8b20a_199)] | | | [removed: [80](#i3bff35993a6d445fb3139264eb6c43de_187)] [added: [86](#i2fb86d8ca224400c9cb48c6bf7d8b20a_199)] | | |

| | | | [PART I](#i2fb86d8ca224400c9cb48c6bf7d8b20a_10) | | | | | |

| Item 1C | | | [Cyber](#i2fb86d8ca224400c9cb48c6bf7d8b20a_1754)[security](#i2fb86d8ca224400c9cb48c6bf7d8b20a_1754) | | | [28](#i2fb86d8ca224400c9cb48c6bf7d8b20a_1754) | | |

| | | | [PART II](#i2fb86d8ca224400c9cb48c6bf7d8b20a_31) | | | | | |

| | | | [PART III](#i2fb86d8ca224400c9cb48c6bf7d8b20a_175) | | | | | |

| | | | [PART IV](#i2fb86d8ca224400c9cb48c6bf7d8b20a_193) | | | | | |

| | | | [Exhibit Index](#i2fb86d8ca224400c9cb48c6bf7d8b20a_202) | | | [86](#i2fb86d8ca224400c9cb48c6bf7d8b20a_202) | | |

| | | | [Signatures](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205) | | | [89](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205) | | |

| | | | [PART I](#i3bff35993a6d445fb3139264eb6c43de_10) | | | | | |

| | | | [PART II](#i3bff35993a6d445fb3139264eb6c43de_31) | | | | | |

| | | | [PART III](#i3bff35993a6d445fb3139264eb6c43de_163) | | | | | |

| | | | [PART IV](#i3bff35993a6d445fb3139264eb6c43de_181) | | | | | |

| | | | [Exhibit Index](#i3bff35993a6d445fb3139264eb6c43de_190) | | | [80](#i3bff35993a6d445fb3139264eb6c43de_190) | | |

| | | | [Signatures](#i3bff35993a6d445fb3139264eb6c43de_193) | | | [84](#i3bff35993a6d445fb3139264eb6c43de_193) | | |

| ITEM IC. | | | CYBERSECURITY | | |

Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies.

All companies utilizing technology are subject to threats of breaches of their cybersecurity programs.

To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management and make securing the data customers and other stakeholders entrust to us a top priority.

Our board of directors (the “Board”) and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component.

As described in more detail below, we have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats.

We have devoted significant financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to make significant investments to maintain the security of our data and cybersecurity infrastructure.

There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective.

Although our Risk Factors include further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.

We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

Risk Management and Strategy

Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards.

Our cybersecurity program in particular focuses on the following key areas:

Collaboration

Our cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach.

Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of Company and customer information, identifying, preventing and mitigating cybersecurity threats, and effectively responding to cybersecurity incidents.

We maintain controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner.

Risk Assessment

At least annually, we conduct a cybersecurity risk assessment that takes into account information from internal stakeholders, known information security vulnerabilities, and information from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants).

The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our security controls, make recommendations to improve processes, and inform a broader enterprise-level risk assessment that is presented to our Board, Audit Committee and members of management.

Technical Safeguards

We regularly assess and deploy technical safeguards designed to protect our information systems from cybersecurity threats.

Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence and incident response experience.

Incident Response and Recovery Planning

We have established comprehensive incident response and recovery plans and continue to regularly test and evaluate the effectiveness of those plans.

Our incident response and recovery plans address — and guide our employees, management and the Board on — our response to a cybersecurity incident.

Third-Party Risk Management

We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers.

Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile.

We use a variety of inputs in such risk assessments, including information supplied by providers and third parties.

In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and investigate security incidents that have impacted our third-party providers, as appropriate.

Education and Awareness

Our policies require each of our employees to contribute to our data security efforts.

We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats.

External Assessments

Our cybersecurity policies, standards, processes and practices are regularly assessed by consultants and external auditors.

These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

For example, in 2022 and 2023, we conducted independent cyber audits to assess our controls against the NIST Cybersecurity Framework.

The results of significant assessments are reported to management, the Board and Audit Committee.

Cybersecurity processes are adjusted based on the information provided from these assessments.

Our principal office is located in Santa Clara, California, where we lease approximately [removed: 1,101,000] [added: 1,120,000] square feet of space under lease agreements for our business operations and product development.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 15] [added: 13] registered stockholders of record (not including an indeterminate number of beneficial holders of stock held in street name through brokers and other intermediaries) of our common stock.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Index, NYSE Composite Index and the Standard & Poor Systems Software Index for each of the last five fiscal years ended December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2022,] [added: 2023,] assuming an initial investment of $100.

[removed: ][added: ]

| | | | | | | | | | Base Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| | | | | | | | | | Dec 31, [removed: 2017 | | |] [added: 2018] | | | | | | Dec 31, [removed: 2018] [added: 2019] | | | | | | Dec 31, [removed: 2019] [added: 2020] | | | | | | Dec 31, [removed: 2020] [added: 2021] | | | | | | Dec 31, [removed: 2021] [added: 2022] | | | | | | Dec 31, [removed: 2022] [added: 2023] | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ServiceNow, Inc. | | | | | | | | | 100.00 | | | | | | 158.56 | | | | | | 309.14 | | | | | | 364.57 | | | | | | 218.07 | | | | | | 396.79 | | |

| NYSE Composite | | | | | | | | | 100.00 | | | | | | 125.51 | | | | | | 134.28 | | | | | | 162.04 | | | | | | 146.89 | | | | | | 167.12 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P Systems Software | | | | | | | | | 100.00 | | | | | | 151.38 | | | | | | 216.60 | | | | | | 325.96 | | | | | | 236.39 | | | | | | 370.89 | | |

None

Share repurchases of our common stock for the three months ended December 31, 2023 were as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Issuer Purchases of Equity Securities | | | | | | | | | | | | | | | | | | *Total Number of Shares Purchased as Part of Publicly Announced Program (in thousands)* | | | | | | *Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)* *(in billions)* | | |

| *Period* | | | | | | *Total Number of Shares Purchased* *(in thousands)* | | | | | | *Average Price Paid Per Share* | | | | | | | | | | | | | | |

| October 1 - 31 | | | | | | 35 | | | | | | $ | 572.45 | | | | | 35 | | | | | | $ | 1.20 | |

| November 1 - 30 | | | | | | 365 | | | | | | 644.02 | | | | | | 365 | | | | | | 0.96 | | |

| December 1 - 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.96 | | |

| Fourth Quarter 2023 | | | | | | 400 | | | | | | $ | 639.59 | | | | | 400 | | | | | | $ | 0.96 | |

(1) On May 16, 2023, the Board of Directors authorized a program to repurchase up to $1.5 billion of our common stock.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ServiceNow, Inc. | | | | | | | | | 100.00 | | | | | | | | | 136.55 | | | | | | 216.52 | | | | | | 422.14 | | | | | | 497.82 | | | | | | 297.78 | | |

| NYSE Composite | | | | | | | | | 100.00 | | | | | | | | | 91.05 | | | | | | 114.28 | | | | | | 122.26 | | | | | | 147.54 | | | | | | 133.75 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| S&P Systems Software | | | | | | | | | 100.00 | | | | | | | | | 116.38 | | | | | | 176.18 | | | | | | 252.08 | | | | | | 379.36 | | | | | | 275.12 | | |

In May 2022, we entered into unwind agreements to settle the remaining portion of the 2022 Warrants.

In connection with the settlement of the remaining portion of the 2022 Warrants, we delivered, in an exchange pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, an aggregate of 602,752 shares of our common stock to the holders of the 2022 Warrants, which were Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, London Branch, and Morgan Stanley & Co. International plc.

We did not receive any proceeds from the unwind agreements in connection with the 2022 Warrants, nor were they subject to underwriting discounts or commissions.

None.

| [Report of Independent Registered Public Accounting [removed: Firm](#i3bff35993a6d445fb3139264eb6c43de_67)] [added: Firm](#i2fb86d8ca224400c9cb48c6bf7d8b20a_67)] (PCAOB ID 238) | | | [removed: [46](#i3bff35993a6d445fb3139264eb6c43de_67)] [added: [51](#i2fb86d8ca224400c9cb48c6bf7d8b20a_67)] | | |

| [Consolidated Balance [removed: Sheets](#i3bff35993a6d445fb3139264eb6c43de_70)] [added: Sheets](#i2fb86d8ca224400c9cb48c6bf7d8b20a_70)] | | | [removed: [48](#i3bff35993a6d445fb3139264eb6c43de_70)] [added: [53](#i2fb86d8ca224400c9cb48c6bf7d8b20a_70)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i3bff35993a6d445fb3139264eb6c43de_73)] [added: Income](#i2fb86d8ca224400c9cb48c6bf7d8b20a_73)] | | | [removed: [49](#i3bff35993a6d445fb3139264eb6c43de_73)] [added: [54](#i2fb86d8ca224400c9cb48c6bf7d8b20a_73)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i3bff35993a6d445fb3139264eb6c43de_76)] [added: Equity](#i2fb86d8ca224400c9cb48c6bf7d8b20a_76)] | | | [removed: [50](#i3bff35993a6d445fb3139264eb6c43de_76)] [added: [55](#i2fb86d8ca224400c9cb48c6bf7d8b20a_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3bff35993a6d445fb3139264eb6c43de_79)] [added: Flows](#i2fb86d8ca224400c9cb48c6bf7d8b20a_79)] | | | [removed: [51](#i3bff35993a6d445fb3139264eb6c43de_79)] [added: [56](#i2fb86d8ca224400c9cb48c6bf7d8b20a_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3bff35993a6d445fb3139264eb6c43de_82)] [added: Statements](#i2fb86d8ca224400c9cb48c6bf7d8b20a_82)] | | | [removed: [52](#i3bff35993a6d445fb3139264eb6c43de_82)] [added: [57](#i2fb86d8ca224400c9cb48c6bf7d8b20a_82)] | | |

We have audited the accompanying consolidated balance sheets of ServiceNow, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The Company recognized subscription revenues of [removed: $6.9] [added: $8.7] billion for the year ended December 31, [removed: 2022.][added: 2023.]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 1,897 | | | | | $ |] 1,470 | | | | | $ | 1,728 | |

| Short-term investments | | | [removed: 2,810] [added: 2,980] | | | | | | [removed: 1,576] [added: 2,810] | | |

| Accounts receivable, net | | | [removed: 1,725] [added: 2,036] | | | | | | [removed: 1,390] [added: 1,725] | | |

| Current portion of deferred commissions | | | [removed: 369] [added: 461] | | | | | | [removed: 303] [added: 369] | | |

| Prepaid expenses and other current assets | | | [removed: 280] [added: 403] | | | | | | [removed: 223] [added: 280] | | |

| Total current assets | | | [removed: 6,654] [added: 7,777] | | | | | | [removed: 5,220] [added: 6,654] | | |

| Deferred commissions, less current portion | | | [removed: 742] [added: 919] | | | | | | [removed: 623] [added: 742] | | |

| Long-term investments | | | [removed: 2,117] [added: 3,203] | | | | | | [removed: 1,630] [added: 2,117] | | |

| Property and equipment, net | | | [removed: 1,053] [added: 1,358] | | | | | | [removed: 766] [added: 1,053] | | |

| Operating lease right-of-use assets | | | [removed: 682] [added: 715] | | | | | | [removed: 591] [added: 682] | | |

| Intangible assets, net | | | [removed: 232] [added: 224] | | | | | | [removed: 287] [added: 232] | | |

| Goodwill | | | [removed: 824] [added: 1,231] | | | | | | [removed: 777] [added: 824] | | |

| Deferred tax assets | | | [removed: 636] [added: 1,508] | | | | | | [removed: 692] [added: 636] | | |

| Other assets | | | [removed: 359] [added: 452] | | | | | | [removed: 212] [added: 359] | | |

| Total assets | | | $ | [removed: 13,299] [added: 17,387] | | | | | $ | [removed: 10,798] [added: 13,299] | |

| Accounts payable | | | $ | [removed: 274] [added: 126] | | | | | $ | [removed: 89] [added: 274] | |

| Accrued expenses and other current liabilities | | | [removed: 975] [added: 1,365] | | | | | | [removed: 850] [added: 975] | | |

| Current portion of deferred revenue | | | [removed: 4,660] [added: 5,785] | | | | | | [removed: 3,836] [added: 4,660] | | |

| Current portion of operating lease liabilities | | | [removed: 96] [added: 89] | | | | | | [removed: 82] [added: 96] | | |

| Total current liabilities | | | [removed: 6,005] [added: 7,365] | | | | | | [removed: 4,949] [added: 6,005] | | |

| Deferred revenue, less current portion | | | [removed: 70] [added: 81] | | | | | | [removed: 63] [added: 70] | | |

| Operating lease liabilities, less current portion | | | [removed: 650] [added: 707] | | | | | | [removed: 556] [added: 650] | | |

| Long-term debt, net | | | [removed: 1,486] [added: 1,488] | | | | | | [removed: 1,484] [added: 1,486] | | |

| Other long-term liabilities | | | [removed: 56] [added: 118] | | | | | | [removed: 51] [added: 56] | | |

| Total liabilities | | | [removed: 8,267] [added: 9,759] | | | | | | [removed: 7,103] [added: 8,267] | | |

| Common stock, $0.001 par value; [removed: 600,000] shares [removed: authorized; 202,882 and 199,608] [added: authorized: 600,000;] shares [removed: issued] [added: issued: 205,619] and [removed: outstanding at December 31, 2022] [added: 202,882; shares outstanding: 204,724] and [removed: 2021, respectively] [added: 202,882] | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 4,796] [added: 6,131] | | | | | | [removed: 3,665] [added: 4,796] | | |

| Accumulated other comprehensive [removed: income (loss)] [added: loss] | | | [removed: (102)] [added: (37)] | | | | | | [removed: 34] [added: (102)] | | |

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

January 25, 2024

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

| Treasury stock, at cost (shares held: 895 and 0) | | | (535) | | | | | | — | | |

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

| Interest income | | | 302 | | | | | | 82 | | | | | | 20 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common stock repurchased | | | — | | | | | | — | | | | | | (900) | | | | | | (538) | | | | | | — | | | | | | — | | | | | | — | | | | | | (538) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,731 | | | | | | — | | | | | | 1,731 | | |

| Balance as of December 31, 2023 | | | 205,619 | | | | | | $ | — | | | | | (895) | | | | | | $ | (535) | | | | | $ | 6,131 | | | | | $ | 2,069 | | | | | $ | (37) | | | | | $ | 7,628 | |

| Repurchases of common stock | | | (538) | | | | | | — | | | | | | — | | |

Our intelligent platform, the Now Platform, is a cloud-based solution with embedded artificial intelligence and machine learning capabilities that helps global enterprises across industries, universities and governments unify and digitize their workflows.

For all our available-for-sale debt securities with unrealized loss positions we have determined it is more likely than not we will hold the securities until maturity or a recovery of the cost basis.

Available-for-sale securities in an unrealized loss position are written down to its fair value with the corresponding charge recorded in other expense, net on our consolidated statement of comprehensive income, if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, or we have the intention to sell the security.

Recently Issued Accounting Pronouncement Pending Adoption

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.

This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted.

We are currently evaluating the impact of the adoption of this standard.

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| U.S. government and agency securities | | | 2,081 | | | | | | 3 | | | | | | (6) | | | | | | 2,078 | | |

| Available-for-sale debt securities: | | | | | | | | | | | | | | | | | | | | | | | |

| | | | December 31, 2023 | | |

| Total | | | $ | 6,183 | |

As of December 31, 2023, unrealized losses of $26 million from available-for-sale debt securities are from securities in a continuous unrealized loss position greater than 12 months.

For all available-for-sale debt securities that were in unrealized loss positions, we have determined that it is more likely than not we will hold the securities until maturity or a recovery of the cost basis.

Unrealized losses on available-for-sale debt securities were primarily due to changes in market interest rates, and credit-related impairment losses were not material as of December 31, 2023.

The adjustments made during the years ended December 31, 2023, 2022 and 2021 were immaterial.

| Deposits | | | 295 | | | | | | — | | | | | | 295 | | |

| Total | | | $ | 1,510 | | | | | $ | 6,268 | | | | | $ | 7,778 | |

On July 17, 2023, we acquired all outstanding shares of G2K Group GmbH, an artificial intelligence powered platform, for $464 million in a cash transaction.

The consideration is paid in two installments.

The first installment was made at the close of the transaction in July 2023.

The second installment will be paid in February 2024 and is recognized as accrued expenses and other current liabilities, which is a non-cash financing activity as of December 31, 2023.

The acquisition is intended to enhance our Now Platform with the acquired smart Internet of Things technology, enabling businesses to intelligently action digital and in-store data with enterprise-grade workflows.

January 30, 2023

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Current debt, net | | | — | | | | | | 92 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| Interest expense | | | (27) | | | | | | (28) | | | | | | (33) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2019 | | | 189,461 | | | | | | $ | — | | | | | $ | 2,455 | | | | | $ | (353) | | | | | $ | 25 | | | | | $ | 2,127 | |

| Amortization of debt discount and issuance costs | | | — | | | | | | 7 | | | | | | 24 | | |

| Purchases of intangibles | | | — | | | | | | (7) | | | | | | (13) | | |

| Net proceeds from borrowings on 2030 Notes | | | — | | | | | | — | | | | | | 1,482 | | |

| Repayments of convertible senior notes attributable to principal | | | (94) | | | | | | (61) | | | | | | (1,628) | | |

| Net proceeds from unwind of 2022 Note Hedge | | | — | | | | | | — | | | | | | 1,106 | | |

| Settlement of 2022 Notes conversion feature | | | 233 | | | | | | 225 | | | | | | 275 | | |

| Benefit from exercise of 2022 Note Hedge | | | 233 | | | | | | 224 | | | | | | 273 | | |

We help global enterprises across industries, universities and governments to digitize their workflows.

Based on the carrying amount of data center equipment included in property and equipment, net as of December 31, 2021, the effect of this change in estimate for the year ended December 31, 2022, was a reduction in depreciation expense of $81 million and an increase in net income of $76 million, or $0.38 per share basic and $0.37 per share diluted.

Unbilled receivables represent subscription revenues that are recognized upon delivery of the software prior to being invoiced.

Unbilled receivables are primarily presented under prepaid expenses and other current assets on our consolidated balance sheets.

Cash and cash equivalents are stated at fair value.

We evaluate investments with unrealized loss positions for other than temporary impairment by assessing if they are related to deterioration in credit risk and whether we expect to recover the entire amortized cost basis of the security, our intent to sell and whether it is more likely than not that we will be required to sell the securities before the recovery of their cost basis.

Recently Adopted Accounting Pronouncements

*Debt with Conversion Options*

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt–Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging–Contracts in Entity’s Own Equity (Subtopic 815-40)” to simplify the accounting for convertible instruments and contracts on an entity’s own equity.

The standard results in our 2022 Notes being accounted for as a single unit of debt and requires the if-converted method to calculate diluted earnings per share calculation.

We adopted this standard effective January 1, 2022 using a modified retrospective method, under which the basis of all convertible instruments outstanding at adoption have been adjusted to the amounts that would have been recorded had the new guidance been applied from inception.

The previously recorded equity component of the convertible instrument outstanding and amortization of the debt discount and issuance costs classified as equity are reclassified from equity to debt through an adjustment to the opening balance of accumulated deficit as of January 1, 2022, which will result in reduced interest expense in future periods.

Adoption of the standard resulted in a decrease to accumulated deficit of $17 million, decrease to additional paid-in capital of $19 million and an increase to debt, current of $2 million.

*Acquired Contract Assets and Contract Liabilities*

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts.

The new standard is effective for interim and annual periods beginning after December 15, 2022.

We adopted this standard in the second quarter beginning April 1, 2022.

The adoption had no impact to our consolidated financial statements for the year ended December 31, 2022.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | |

| Total | | | $ | 4,927 | |

The decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not we will hold the securities until maturity or a recovery of the cost basis, and credit-related impairment losses were not deemed material as of December 31, 2022.

| Deposits | | | 235 | | | | | | — | | | | | | 235 | | |

Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management as of December 31, [removed: 2022,] [added: 2023,] that our disclosure controls and procedures were effective at the reasonable assurance level for this purpose.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2023, the following directors and Section 16 officers adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):

- Russell Elmer, our General Counsel, adopted a trading plan on November 22, 2023.

The plan, which expires November 22, 2024, provides for the sale of 100% of the (net) shares resulting from the vesting of 11,944 additional (gross) shares of our common stock during the plan period (net shares are net of tax withholding).

- Frederic Luddy, a member of our board of directors, adopted a trading plan on November 21, 2023.

The plan, which expires June 7, 2024, provides for the sale of 100% of the (net) shares resulting from the vesting of 598 additional (gross) shares of our common stock during the plan period (net shares are net of tax withholding).

None.

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex41.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] | | | [removed: [Indenture] [added: [Indenture,] dated [removed: May 30, 2017] [added: August 11, 2020, by and] between the Registrant and Wells Fargo Bank, National [removed: Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex41.htm)] [added: Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | 4.1 | | | | | | [removed: 5/30/2017] [added: 8/11/2020] | | | | | | | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm)] | | | [removed: [Indenture,] [added: [First Supplemental Indenture (including Form of Note),] dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National [removed: Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] [added: Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | 8/11/2020 | | | | | | | | |

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex45.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex45.htm)] | | | [Description of Registrant’s Securities Registered Under Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex45.htm) | | | | | | 10-K | | | | | | 001-35580 | | | | | | 4.5 | | | | | | 2/3/2022 | | | | | | | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)[.](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)[2](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)] [added: [10.2*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)] | | | [2012 Equity Incentive Plan, as amended through January 29, 2019](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm) | | | | | | 10-K | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 2/27/2019 | | | | | | | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)[.3](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)] [added: [10.3*](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)] | | | [Form of Stock Option Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 2020](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 7/30/2020 | | | | | | | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex102.htm)[.4](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex102.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex102.htm)] [added: [10.4*](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex102.htm)] | | | [Form of Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 2020](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex102.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 7/30/2020 | | | | | | | | |

| [removed: [10](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000162/ex45-2021equityincentivepl.htm)[.5](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000162/ex45-2021equityincentivepl.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000162/ex45-2021equityincentivepl.htm)] [added: [10.11*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm)] | | | [removed: [2021] [added: [2022 New-Hire] Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000162/ex45-2021equityincentivepl.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm)] | | | | | | S-8 | | | | | | [removed: 333-256854] [added: 333-268298] | | | | | | [removed: 4.5] [added: 4.4] | | | | | | [removed: 6/7/2021] [added: 11/10/2022] | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm)[6](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm)] [added: [10.6*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm)] | | | [Related form of equity agreements under the [added: Amended and Restated] 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.4 | | | | | | 7/29/2021 | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)] [added: [10.7*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)] | | | [Related form of global equity agreements under the [added: Amended and Restated] 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 7/28/2022 | | | | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)[1](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)[2](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)] [added: [10.12*](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)] | | | [Employment Agreement dated October 22, 2019 between the Registrant and William R. McDermott](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 10/23/2019 | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)[1](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)[3](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)[*](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)] [added: [10.13*](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)] | | | [Amendment to Employment Agreement dated March 24, 2020 between the Registrant and William R. McDermott](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 3/27/2020 | | | | | | | | |

| [removed: [10](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)[.](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)[14](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)] [added: [10.14*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)] | | | [Employment Agreement dated November 15, 2019 between the Registrant and Gina Mastantuono](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 11/18/2019 | | | | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)[15](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)] | | | [Confirmatory Employment Letter Agreement dated October 31, 2017, between the Registrant and Chirantan J. Desai](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 11/6/2017 | | | | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm)[16](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm)] [added: [10.17*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm)] | | | [Confirmatory Employment Letter Agreement dated November 13, 2018, between the Registrant and Russell Elmer](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm) | | | | | | 10-K | | | | | | 001-35580 | | | | | | 10.17 | | | | | | 2/27/2019 | | | | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex101.htm)[17](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex101.htm)[*](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex101.htm)] [added: [10.22*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)] | | | [Confirmatory Employment Letter Agreement dated [removed: February 22,] [added: January 2,] 2018, [added: as amended by and] between the Registrant and [removed: Kevin Haverty](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex101.htm)] [added: Christopher Bedi](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | [removed: 10/29/2020] [added: 4/28/2022] | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm)[18](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm)] [added: [10.18*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm)] | | | [Form of Amendment to Employment Agreement between the Registrant and each of Gina Mastantuono, Chirantan J. [removed: Desai, Kevin Haverty and] [added: Desai,](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm) [and] Russell S. Elmer.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 4/16/2021 | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)[19](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)] [added: [10.19*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)] | | | [Employment Letter Agreement dated June 18, 2021 by and between the Registrant and Jacqueline Canney.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 10/28/2021 | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm)[20](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm)] [added: [10.20*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm)] | | | [Employment Agreement dated August 20, 2021 by and between Registrant and Nicholas Tzitzon.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm) | | | | | | 10-K | | | | | | 001-35580 | | | | | | 10.25 | | | | | | 2/3/2022 | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)[1](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)] [added: [10.21*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)] | | | [Letter of Understanding - International Assignment dated June 22, 2022, between the Registrant and Nicholas Tzitzon](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 7/28/2022 | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)[2](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)] [added: [10.23*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)] | | | [removed: [Confirmatory Employment] [added: [Employment] Letter Agreement dated [removed: January 2, 2018,] [added: November 6, 2017,] as [removed: amended] [added: amended,] by and between [removed: the] Registrant and [removed: Christopher Bedi](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)] [added: Lara Caimi](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 4/28/2022 | | | | | | | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)[3](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)] [added: [10.24*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)] | | | [Employment Letter Agreement dated [removed: November 6, 2017,] [added: April 26, 2022,] as amended, by and between Registrant and [removed: Lara Caimi](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)] [added: Paul Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | [removed: 10.2] [added: 10.3] | | | | | | 4/28/2022 | | | | | | | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)[24](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)] [added: [10.25*](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000325/now-20230630xex101.htm)] | | | [removed: [Employment Letter Agreement] [added: [Letter of Understanding - International Business Travel Arrangement] dated [removed: April] [added: May] 26, [removed: 2022, as amended, by and] [added: 2023,] between [added: the] Registrant and Paul [removed: Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)] [added: Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000325/now-20230630xex101.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | [removed: 10.3] [added: 10.1] | | | | | | [removed: 4/28/2022] [added: 7/27/2023] | | | | | | | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex101.htm)[27](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex101.htm)] [added: [10.16*](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000419/now-20230930xex101.htm)] | | | [removed: [Third Amendment to Lease] [added: [Temporary Relocation] dated [removed: May 3, 2018] [added: July 28, 2023, by and] between the Registrant and [removed: SI 55, LLC](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex101.htm)] [added: Chirantan J. Desai](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000419/now-20230930xex101.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | [removed: 5/8/2018] [added: 10/26/2023] | | | | | | | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex211.htm)] | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex231.htm)] | | | [Consent of independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex231.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [24.1](#i3bff35993a6d445fb3139264eb6c43de_193)] [added: [24.1](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205)] | | | [Power of Attorney. Reference is made to the signature page [removed: hereto](#i3bff35993a6d445fb3139264eb6c43de_193)] [added: hereto](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex311.htm)] | | | [Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex312.htm)] | | | [Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex321.htm)] | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex322.htm)] | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000035/now-20221231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

Dated: January [removed: 30, 2023][added: 25, 2024]

| /s/ William R. McDermott | | | | | | Chairman and Chief Executive Officer *(Principal Executive Officer)* | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Gina Mastantuono | | | | | | Chief Financial Officer *(Principal Financial Officer)* | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Kevin T. McBride | | | | | | Chief Accounting Officer (*Principal Accounting Officer*) | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Frederic B. Luddy | | | | | | Director | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Susan L. Bostrom | | | | | | Director | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Teresa Briggs | | | | | | Director | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Jonathan C. Chadwick | | | | | | Director | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Paul E. Chamberlain | | | | | | Director | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Lawrence J. Jackson, Jr. | | | | | | Director | | | | | | January [removed: 30, 2023] [added: 25, 2024] | | |

| [10.5*](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/a101ar2021equityincentivep.htm) | | | [ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000282/a101ar2021equityincentivep.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 6/2/2023 | | | | | | | | |

| [97*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex97.htm) | | | [Incentive-Based Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex97.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| /s/ Deborah Black | | | | | | Director | | | | | | January 25, 2024 | | |

| Deborah Black | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | Description of Document | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | Filed Herewith | | |

| Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | | | | |

| [4.4](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm) | | | [First Supplemental Indenture (including Form of Note), dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 4.2 | | | | | | 8/11/2020 | | | | | | | | |

| [10.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm)[1](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm) | | | [2022 New-Hire Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm) | | | | | | S-8 | | | | | | 333-268298 | | | | | | 4.4 | | | | | | 11/10/2022 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000119312512463595/d403955dex1012.htm)[25](http://www.sec.gov/Archives/edgar/data/1373715/000119312512463595/d403955dex1012.htm) | | | [Lease Agreement dated November 8, 2012 between the Registrant and Jay Ridge LLC](http://www.sec.gov/Archives/edgar/data/1373715/000119312512463595/d403955dex1012.htm) | | | | | | S-1/A | | | | | | 333-184674 | | | | | | 10.12 | | | | | | 11/9/2012 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371514000238/lawsonlanelease.htm)[26](http://www.sec.gov/Archives/edgar/data/1373715/000137371514000238/lawsonlanelease.htm) | | | [Office Lease dated December 12, 2014 between Registrant and S1 55 LLC](http://www.sec.gov/Archives/edgar/data/1373715/000137371514000238/lawsonlanelease.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 12/15/2014 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex102.htm)[28](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex102.htm) | | | [Lease dated May 3, 2018, between the Registrant and SI 55, LLC](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex102.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 5/8/2018 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex103.htm)[29](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex103.htm) | | | [Lease dated May 3, 2018, between the Registrant and SI 55, LLC](http://www.sec.gov/Archives/edgar/data/1373715/000137371518000087/now-2018331xex103.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 5/8/2018 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex991.htm)[3](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex991.htm)[0](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex991.htm) | | | [Form of Base Convertible Note Hedge Transaction Confirmation](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex991.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 99.1 | | | | | | 5/30/2017 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex992.htm)[3](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex992.htm)[1](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex992.htm) | | | [Form of Base Warrant Transaction Confirmation](http://www.sec.gov/Archives/edgar/data/1373715/000119312517187594/d233437dex992.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 99.2 | | | | | | 5/30/2017 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex991.htm)[3](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex991.htm)[2](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex991.htm) | | | [Form of Additional Convertible Note Hedge Transaction Confirmation](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex991.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 99.1 | | | | | | 6/22/2017 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex992.htm)[3](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex992.htm)[3](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex992.htm) | | | [Form of Additional Warrant Transaction Confirmation](http://www.sec.gov/Archives/edgar/data/1373715/000119312517210521/d392280dex992.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 99.2 | | | | | | 6/22/2017 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex102.htm)[3](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex102.htm)[4](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex102.htm) | | | [Form of Repurchase Agreement](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex102.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 10/29/2020 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex103.htm)[35](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex103.htm) | | | [Form of Call Option Termination Agreement](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex103.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 10/29/2020 | | | | | | | | |

| [10.](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex104.htm)[36](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex104.htm) | | | [Form of Warrant Termination Agreement](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000257/now-20200930xex104.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.4 | | | | | | 10/29/2020 | | | | | | | | |

| [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000114/now-20210331xex103.htm)[37](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000114/now-20210331xex103.htm) | | | [Form of Warrant Termination Agreement](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000114/now-20210331xex103.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 4/29/2021 | | | | | | | | |

| [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)[38](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm) | | | [Form of 2022 Warrant Termination Agreement](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.4 | | | | | | 7/28/2022 | | | | | | | | |