SecProbe.io

April 26, 2012

Via E -mail
Frank Slootman, CEO and President
ServiceNow, Inc.
12225 El Camino Real, Suite 100
San Diego, CA  92130

Re: ServiceNow, Inc.
Registration Statement on Form S -1
Filed on March 30, 3012
File No. 333 -180486

Dear Mr. Slootman :

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

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

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

General

1. We will process your amendments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filling, we will need sufficient time to
process your amendments once a price range is included and the material information
now appearing blank throughout the document has been provi ded.  Please understand that
the effect of the price range on disclosure throughout the document may  cause us to raise
issues in area s on which we have not previously commented .
2. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  Refer to  Question 10 1.02 of our Compliance and Disclosure Interpretation s
related to Securities Act Forms  at http://sec.gov/divisions/corpfin/guidance/safinterp.htm
for guidance.

Frank Slootman
ServiceNow, Inc.
April 26, 2012
Page 2

 3. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose on y our prospectus
cover page that you are an emerging growth company  and revise your prospectus to
provide the following additional disclosures:

 A description of how and when a company may lose emerging growth company
status;
 A brief description of the vario us exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Section 107(b) of the Act:
o If you have elected to o pt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b) of the Act,
include a statement that the election is irrevocable; or
o If you have elected to use the extended transition period for co mplying with new
or revised accounting standards under Section 102(b)(2)(B) of the Act, provide a
risk factor explaining that this election allows you to delay the adoption of new or
revised accounting standards that have different effective dates for publ ic and
private companies until those standards apply to private companies.  Please state
in your risk factor that, as a result of this election, your financial statements may
not be comparable to companies that comply with public company effective dates.
 Include a similar statement in your critical accounting policy disclosures in
MD&A.

Prospectus Summary , page 1

4. Please disclose in the summary that your directors and principal stockholders will
continue to have substantial control over the company after the offering.  Also, consider
disclosing on the cover page the percentage of your voting power to be held by your
affiliates following the offering.

Overview, page 1

5. Please provide quantitative or qualitative support for your statement  that you are a
“leading provider” of cloud -based services to automate enterprise IT operations.

Risk Factors, page 9

“A portion of our revenues are generated by sales to government entities…,” page 22

6. Tell us what consideration you have given to quantifying the amount of your revenues
attributable to the U.S. federal government and other highly regulated entities in this r isk

Frank Slootman
ServiceNow, Inc.
April 26, 2012
Page 3

 factor and to discussing your sales to such entities in your business disclosure.  Refer to
Item 101(c)(1)(ix) of Regulation S -K.

Industry and Market Data, page 28

7. We note your statement in this section that you have not independently  verified  the
accuracy or completeness of any third -party  information  included in the prospectus.  As
you know, market data included in your registration statement must be based on
reasonable and sound assumptions.  Please revise the text as necessary so that you do not
suggest that you could lack a reasonable belief as to the accuracy and completeness of the
market data you elect to include in the filing.

Use of Proceeds, page 29

8. We note that you intend to use the net proceeds for working capital and other general
corporate purposes .  Please provide more meaningful disclosure of areas where you
intend to use the net proceeds .  Refer to Item 504 of Regulation S -K.

Management’s Discus sion and Analysis of Financial C ondition and Results of Operations

Results of Operations

Comparison of the six months ended December 31, 2010 and 2011

Revenues, page 42

9. We note that the growth in subscription revenues was primarily due to new customers
and to a lesser extent, a larger number of subscriptions sold to existing customers;
however you have not quantified the amount of the subscription revenue increase related
to each of these factors.  Additionally, we note that you discuss revenue distribution
channels and quantify revenue by geographic region elsewhere in the fi ling but you have
not provided a discussion of revenue growth from these aspects .  Please revise to quantify
the relative significance of each contributing factor that you indentify.  Also, p lease tell
us what consideration was given to providing additiona l insight into your revenue
growth, such as a break -out of direct sales versus indirect or channel sales, as well as the
growth attributed to different geographic regions.  Please refer to Section III.D of SEC
Release 33 -6835 and Section III.B of SEC Relea se 33-8350.

Provision for Income Taxes, page 45

10. We note the significant change in your effective tax rate.  We further note from
disclosure on page F -28 that the line items “foreign taxes” and “valuation allowance”
appear to have fluctuated significantl y over these periods.  Please revise to provide a
discussion of factors that have had a significant impact on your effective income tax rate.
To the extent that certain countries have had a more significant impact on your effective

Frank Slootman
ServiceNow, Inc.
April 26, 2012
Page 4

 tax rate, please tell u s and disclose this  information and includ e a discussion regarding
how potential changes in such countries’ operations may impact your results of
operations  in the future .  Please refer to Item 303(a)(3)(i) of Regulation S -K and Section
III.B of SEC Releas e 33-8350.

Liquidity and Capital Resources, page 52

11. We note that your disclosures provide little insight into your operating cash flows.  For
example, for the six months ended December 31, 2011 you indicate that “the main drivers
of the decrease in  net operating assets included increases in deferred revenues and
accrued liabilities partially offset by increases to accounts receivable and deferred
commissions.”  You indicate that the increases resulted primarily from the growth of your
business howev er you have not quantified each factor nor explained working capital
changes that are not directly proportionate to the growth in your business.  We further
note that your disclosure for operating cash flows in prior periods does not identify the
main driv ers of changes in your operating cash flows.  Please tell us and revise to
disclose the material factors contributing to changes in operating cash flows for each
period and quantify the relative significance of each factor that you indentify.   Please
refer to Section IV.B.1 of SEC Release 33 -8350 and Section III.D of SEC Release 33 -
6835.

12. We note that in you intend to use cash in the next 12 months, in part, for “the addition
and expansion of data centers.”  Please tell us what consideration was given to disclosing
the amount of planned capital expenditures for this initiative and any commitments for
such expenditures.  Please refer to Item 303( a)(2)(i) of Regulation S -K and Section IV. of
SEC Release 33 -8350.

Critical Accounting policies and Significant Judgments and Estimates

Stock -Based Compensation, page 56

13. For any share -based issuances subsequent to the most recent balance sheet date presented
in the reg istration statement , please revise your disclosure to include the expected impact
the additional grants will have on your financial statements.  Please continue to update
your disclosures for all equity related transactions subsequent to this request through the
effective date of the registration statement.

Common Stock Valuations, page 57

14. We note your tabular disclosure of stock options granted since July 1, 2010.  Please
revise your table to include  all types of equity awards you have granted.  In this regard,
we note from disclosure on page F -32 that you granted 1,000,000 restricted stock units
(“RSUs”) in 2012 that are not included in the table.

Frank Slootman
ServiceNow, Inc.
April 26, 2012
Page 5

 15. We note your disclosure on page 57 that your expected volatility for stock -based awards
is derived from the historical volatility of publicly traded peer companies.   We further
note your disclosure on page 59 that the value of your common stock was determined in
part by utilizing the market approach based companies similar to your b usiness, or
guideline companies.   Please address the following with respect to the group of
comparable public companies used in your various analyses:
 Confirm that the same set of  comparable public ly-traded  companies is used in all
of your various valuatio n estimates and upd ate your disclosure accordingly;
 Revise to disclose the basis for the selection of the set of comparable public ly-
traded  companies, what makes them comparable and any limitations or
uncert ainties over that comparability; and
 Describe an y changes to the set of comparable publicly -traded companies.
16. We note your disclosure on page 57 that in determining the fair value of your common
stock, one of the factors you considered was contemporaneous independent valuations
performed at periodic int ervals by an independent valuation firm.  However, we also note
your reference to an independent valuation firm in your disclosure at each valuation date
in determining the fair value of your common stock.  Please describe the nature and
extent of the inde pendent valuation firm’s involvement in the determination of the fair
value of your common stock at each valuation date.  Please see Question 141.02 of our
Compliance and Disclosure Interpretations related to Securities Act filings at
http://www.sec.gov/di visions/corpfin/guidance/sasinterp.htm for guidance.
17. We note that beginning with the July 2011 common stock valuation, you disclose the
risk-adjusted discount rate and non -marketability discount used in your valuations.
Please tell us and revise to disclo se the rates that were used in common stock valuations
prior to July 2011.
18. When determined, p lease tell us your proposed IPO price, when you first initiated
discussions with underwriters and when the underwriters first communicated their
estimated price r ange and amount for your stock.
19. We note that the fair value of your common stock increased by approximately 300% from
May 2011 through March 2012.  Please reconcile and explain in further detail the
significant factors that gave rise to the significant incr ease in value over this period of
time.  This reconciliation should describe the relative significance of intervening events
within the company and changes in assumptions, as well as weighting and selection of
valuation methodologies employed that explain the changes in the fair value of the
underlying stock up to the filing of the registration statement.   For example, your
common stock value increased by approximately 45% from January 2012 to February
2012; however, the weighting of each outcome and the as sumptions disclosed did not
change significantly and your disclosure does not provide any further insight regarding
the increase in the fair value of your common stock.  Also, when your estimated IPO
price is known and included in your registration stateme nt, please reconcile and explain
the difference between the fair value of the underlying stock as of the most recent
valuation date and the midpoint of your IPO offering range.

Frank Slootman
ServiceNow, Inc.
April 26, 2012
Page 6

 20. We note your disclosure that the fair value of your common stock was determine d to be
$3.75 per share as of July 22, 2011.  We also note that the fair value of your common
stock did not change from July 2011 through October 2011.  Please tell us and revise
your disclosure to explain the reasons why the fair value of your common stoc k did not
change during this time frame and whether you performed contemporaneous valuations
as of September 2011 and October 2011.  If you did not perform contemporaneous
valuations as of September 2011 and October 2011, you should disclose the reasons wh y
you chose not to perform such valuations.
21. We note that as part of  the November 2011 valuation, your management team reassessed
the timelines for liquidity scenarios resulting in a likelihood of an IPO of 30%.  We
further note that the likelihood of an IPO in the prior valuation was 55%.  Please explain
the reason(s) for  this adjustment, and the increases in the risk -adjusted discount rate and
non-marketability discount, in further detail and tell us the impact these adjustments had
on your common stock valuation in November 2011 .

Business

Our Opportunity, page 65

22. Please supplementally provide us with the applicable page or pages from the Gartner
Report that support the claim that software revenues in the markets identified in this
section will total $1.6 billion in 2012, growing to $19.8 billion in 2016.

Customers,  page 70

23. We note that you primarily market your services to large enterprises.  Please disclose
how you define “large enterprises.”

Case Studies , page 71

24. Please supplementally advise us of the names of the customers discussed in the case
studies  in this section and tell us what consideration you gave to disclosing the names in
the prospectus.  In this regard, we note you disclose the identity of customers in the case
studies included on your website.  Also, please disclose the approximate date th at each
customer adopted your solution.

Executive Compensation

Competitive Positioning, page 84

25. You indicate in this section that prior to the compensation committee’s engagement of
Compensia, you did not formally benchmark your executive compensation .  Please
disclose whether subsequent to the engagement of Compensia and the identification of a
peer group, you benchmarked  specific elements of compensation or established target

Frank Slootman
ServiceNow, Inc.
April 26, 2012
Page 7

 percentiles in determining executive compensation in comparison to your peer group .
Refer to Item 402(b)(2)(xiv) of Regulation S -K.

Fiscal 2011 Annual Bonuses, page 88

26. We note that the compensation committee established a maximum bonus pool of
$400,000 for the fiscal 2011 annual bonuses, but that the actual amount available for
payment of bonuses was based on a percentage of the difference between the increases in
your annual contract values for fiscal years 2010 and 2011.  Please disclose the actual
bonus pool available for fiscal 2011 annual bonuses.  Al