SecProbe.io

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 ServiceNow, Inc.
 2225 Lawson Lane Santa Clara, CA
95054 (408) 501-8550
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of
Technology 100 F Street, N.E. Washington, D.C. 20549
 Attention: Alexandra Barone and Mitchell Austin
 May 20, 2025

 Re:
 ServiceNow, Inc.
 Registration Statement on Form S-4
 File No. 333-286708
 Dear Ms. Barone and Mr. Austin: Pursuant to
Rule 461 under the Securities Act of 1933, as amended, ServiceNow, Inc. (the “Company”) respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 (File No. 333-286708), as amended (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission to 4:00 p.m., Eastern time, on May 20, 2025, or as soon as practicable
thereafter. The Company respectfully requests to be notified of such effectiveness by a telephone call to the Company’s counsel,
Skadden, Arps, Slate, Meagher & Flom LLP, to Thomas J. Ivey at (650) 470-4522 or Sonia K. Nijjar at (650) 470-4592, with such effectiveness to also be confirmed
in writing to Thomas.Ivey@skadden.com or Sonia.Nijjar@skadden.com. * * *

 Sincerely,

 ServiceNow, Inc.

 /s/ Russell Elmer

 Russell Elmer

 Corporate Secretary

 cc:
 Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom LLP
 Sonia K. Nijjar, Skadden, Arps, Slate, Meagher & Flom LLP

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 S KADDEN , A RPS , S LATE ,
M EAGHER & F LOM LLP

 525 UNIVERSITY AVENUE

 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Technology
 100 F Street, N.E. Washington, D.C. 20549
 Attention: Alexandra Barone and Mitchell Austin

 PALO ALTO, CALIFORNIA 94301
 —————
 TEL: (650) 470-4500
 FAX: (650) 470-4570
 www.skadden.com
 May 13, 2025

 FIRM/AFFILIATE
 OFFICES
 —————
 BOSTON CHICAGO
 HOUSTON LOS ANGELES
 NEW YORK WASHINGTON, D.C.
 WILMINGTON
 ————— ABU
DHABI BEIJING BRUSSELS
 FRANKFURT HONG KONG
 LONDON MUNICH
 PARIS SÃO PAULO
 SEOUL SINGAPORE
 TOKYO TORONTO

 Re:
 ServiceNow, Inc.
 Registration Statement on Form S-4
 Filed April 23, 2025
 File No. 333-286708
 Dear Ms. Barone and Mr. Austin: On behalf of
our client, ServiceNow, Inc. (the “Company”), we are providing the below responses to the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), issued to the Company on May 1, 2025, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”). In connection with this
letter, an amendment to the Registration Statement (“Amendment No. 1”) has been submitted to the Commission on the date hereof.
 For your convenience, the Staff’s comments are set forth in bold italics below, followed by the Company’s responses. Unless
otherwise indicated, all page references and captions in the responses below correspond to the pages and captions in Amendment No. 1, and capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in
Amendment No. 1. Risk Factors If the
Mergers, taken together, do not qualify as a “reorganization”..., page 18

 1.
 Please expand your risk factor disclosure to discuss the additional taxes that may be due if the Mergers
do not qualify as a “reorganization” under Section 368(a) of the Code, including how such additional taxes will be calculated. Consider including examples of how taxes may be calculated for U.S. holders of
Moveworks Capital Stock under scenarios in which the Mergers qualify and do not qualify as a “reorganization” under Section 368(a) of the Code.
 Response : The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 18 of Amendment
No. 1 accordingly.

 U.S. Securities and Exchange Commission
 May 13, 2025 Page 2

 U.S. Federal Income Tax Consequences of the Mergers
 Tax Consequences of the Mergers, page 74

 2.
 We note your disclosure that the Mergers “are intended to qualify as a ‘reorganization’
within the meaning of Section 368(a) of the Code.” We also note that two tax opinions were obtained and included as exhibits. Please revise your disclosure here and elsewhere to identify both tax counsels and
summarize tax counsels’ opinions regarding the tax consequences of the transaction. Also please ensure that the filed tax opinions are both signed and dated.
 Response : The Company acknowledges the Staff’s comment and has revised the referenced disclosure on page 74 of
Amendment No. 1, the prospectus cover page and the disclosures on pages 10, 12, 18, 47 and 69 of Amendment No. 1 to identify both tax counsels. The Company respectfully submits that the disclosure under the section entitled “ U.S.
Federal Income Tax Consequences of the Mergers ” on page 74 of Amendment No. 1 currently summarizes the substance of the opinions (i.e., the Mergers will qualify as a “reorganization” within the meaning of Section 368(a)
of the Code), and the impact of such qualification on holders’ tax consequences is discussed in detail on pages 74, 75 and 76 of Amendment No. 1. Additionally, in response to the Staff’s comment, the Company has filed signed and dated
tax opinions as Exhibit 8.1 and Exhibit 8.2 to Amendment No. 1. We hope that the foregoing has been responsive to the Staff’s
comments. If you have any questions, please contact me at (650) 470-4522 or Sonia K. Nijjar at (650) 470-4592.

 Sincerely,

 /s/ Thomas J. Ivey

 Thomas J. Ivey

 cc:
 William R. McDermott, ServiceNow, Inc.
 Russell S. Elmer, ServiceNow, Inc.
 Sonia K. Nijjar, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

William R. McDermott
Chief Executive Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, CA 95054

 Re: ServiceNow, Inc.
 Registration Statement on Form S-4
 Filed April 23, 2025
 File No. 333-286708
Dear William R. McDermott:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-4
Risk Factors
If the Mergers, taken together, do not qualify as a "reorganization"..., page
18

1. Please expand your risk factor disclosure to discuss the additional
taxes that may be
 due if the Mergers do not qualify as a reorganization under
Section 368(a) of the
 Code, including how such additional taxes will be calculated. Consider
 including examples of how taxes may be calculated for U.S. holders of
Moveworks
 Capital Stock under scenarios in which the Mergers qualify and do not
qualify as a
 "reorganization" under Section 368(a) of the Code.
 May 1, 2025
Page 2
U.S. Federal Income Tax Consequences of the Mergers
Tax Consequences of the Mergers, page 74

2. We note your disclosure that the Mergers are intended to qualify as a
'reorganization'
 within the meaning of Section 368(a) of the Code." We also note that two
tax opinions
 were obtained and included as exhibits. Please revise your disclosure
here and
 elsewhere to identify both tax counsels and summarize tax counsels'
opinions
 regarding the tax consequences of the transaction. Also please ensure
that the filed tax
 opinions are both signed and dated.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at
202-551-
3574 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Sonia K. Nijjar, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 14, 2023
Gina Mastantuono
Chief Financial Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, California 95054
Re:ServiceNow, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed January 31, 2023
Form 8-K
Filed January 25, 2023
File No. 001-35580
Dear Gina Mastantuono:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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May 2, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Robert S. Littlepage

 Joseph Cascarano

Re:

 ServiceNow, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2022

 Filed January 31, 2023

 Form 8-K

 Filed January 25, 2023

 File No. 001-35580

Dear Mr. Littlepage and Mr. Cascarano:

ServiceNow, Inc. (the “Company”) hereby responds to the comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) set forth in a letter dated April 4, 2023, relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”), and the Form 8-K filed January 25, 2023 (the “Form 8-K”). For the convenience of the Staff, the Company has restated each of the Staff’s comments in italicized, bold type.

Form 10-K for the fiscal year ended December 31, 2022

Consolidated Financial Statements

Notes to Consolidated Financial Statements

(16) Income Taxes, page 72

1.It is unclear why you cite “cumulative losses in the U.S. during the prior three years” as a justification for your decision to continue to carry a full valuation allowance against your U.S. deferred tax assets as of December 31, 2022 when you report income before income taxes in the U.S. in each of the past three years. Please revise.

As described in Accounting Standards Codification (“ASC”) 740-10-30-23, “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” However, ASC 740 does not define “cumulative losses in recent years.” In practice, a three-year period is a widely accepted benchmark used to analyze pretax income or loss from continuing operations, adjusted for permanent differences, discontinued operations and other comprehensive income. As noted, we reported U.S. pretax income from continued operations in each of the past three years. However, after adjusting for permanent differences, primarily related to excess tax benefits from stock-based compensation (i.e., “windfalls”), the outcome results in a cumulative U.S. loss position in all reported periods. More specifically, as of December 31, 2022, the three-year total U.S. pre-tax income of $338 million was offset by the three-year total U.S. permanent differences and other comprehensive losses of approximately $720 million, resulting in a three-year cumulative U.S. loss of approximately $380 million.

We have enhanced our disclosure to more clearly specify the nature and amount of our cumulative loss position as of December 31, 2022. Please refer to our response to Comment 4 below, which provides the disclosure we included in our Form 10-Q for the period ended March 31, 2023.

2.We note the disclosure on page 73. However, you do not provide clear disclosure of the objectively verifiable negative evidence that reasonably offsets the positive evidence in support of your conclusion that it is more likely than not that the entire balance of deferred tax assets will not be realized. Please identify for us all of the objectively verifiable negative evidence considered by management when determining that it is more likely than not that your U.S. deferred tax assets will not be realized as of December 31, 2022. Tell us where you disclosed this objectively verifiable negative evidence in your Form 10-K or revise as necessary.

Our description of Critical Accounting Policies and Significant Judgments and Estimates for income taxes, on page 34, included a description of factors considered when we determined that the U.S. valuation allowance was required. In particular, we disclosed that:

“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…”

We also noted that:

“The exact timing and amount of the valuation allowance release are subject to change based on 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…”

In making the valuation allowance determination, we observed that ASC 740-10-30-23 states “a cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome.” While the fiscal year ended December 31, 2022 was the first year in which the company had positive U.S. pretax income adjusted for permanent items, the Company has yet to realize a cumulative positive position. Estimates about uncertain future events, such as forecasted future taxable income, are much less objectively verifiable than historical results, such as recent cumulative losses. Accordingly, in weighing positive and negative evidence, we gave more weight to the cumulative loss in our assessment; we did not consider one year of positive results and forecasted future taxable income adjusted for permanent items to be sufficient evidence to overcome the evidentiary weight of the three-year cumulative loss.

3.With respect to tax deductible stock compensation, we note in the rate reconciliation stock based compensation had the effect of raising the tax rate in 2022. Tell us the more likely than not effect of stock based compensation on your income taxes in 2023 and your basis for this conclusion.

In 2022, due to a decline in our stock price, non-deductible book stock compensation expense exceeded the excess tax benefits from tax-deductible stock compensation. This difference was included in the determination of the three-year cumulative loss which formed the basis for the more likely than not conclusion that a valuation allowance was needed. Due to the inherent difficulty associated with forecasting our stock price, we concluded that the fair market value of the stock as of the 2022 balance sheet date was the most objectively verifiable way to forecast the stock-based compensation on our 2023 income taxes as it is the most recent information available. Accordingly, we held our stock price constant when considering the impact of future tax deductions from stock-based compensation in the U.S. Using

2

this methodology, we expected that there would be an immaterial benefit from windfalls in 2023. However, this only takes into account awards already granted to employees as of December 31, 2022 and not future awards that were expected to be granted in 2023.

4.With respect to positive evidence, in addition to income in the past three years, please explain how you considered management's guidance for 2023, which presumably is conservative. In this regard, we also note in the press release dated January 25, 2023 several positive statements from management such as from your Chairman and CEO, William McDermott, who said “ServiceNow continues to perform as a beyond expectations company” and “Our Q4 surge in new business shows that the secular tailwinds of digitization aren’t going anywhere." Also, your CFO, Gina Mastantuono, said “Q4 was another great quarter of execution as we exceeded our subscription revenue and profitability guidance” and “we outperformed our NNACV expectations, driven by robust net expansion and over 30% NNACV growth year-over-year from new logos. What’s more, our results were generated with a lower mix of early renewals from 2023, providing us more opportunities to drive further expansion throughout the year. With our strong results it’s clear that ServiceNow remains a strategic priority, generating durable demand that is positioning us well for 2023 and beyond.”

Management’s estimate of future income is a factor we considered when weighing all available negative and positive evidence. Management’s forecast for 2023 earnings anticipates U.S. profitability and public statements by our CEO and CFO are aligned with this expectation. Determining the weight to give a forecast is a matter of significant judgment.  In our judgment, the objectively verifiable evidence of the three-year cumulative U.S. loss through December 31, 2022 outweighed management’s positive guidance for 2023. In our judgment, the strength of our forecasted profitability, when coupled with a cumulative twelve-quarter income position, would provide sufficient evidence of sustained profitability to support the release of the valuation allowance.

We included the following enhanced disclosure in our Form 10-Q for the quarter ended March 31, 2023:

“We maintain a full valuation allowance against our U.S. federal and state deferred tax assets. 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 December 31, 2022, the three-year cumulative U.S. pre-tax income of $338 million was offset by the three-year total U.S. permanent differences and other comprehensive losses of approximately $720 million, resulting in a three-year cumulative U.S. loss of approximately $380 million. Due to the cumulative U.S. losses during the prior twelve quarters, including permanent differences and other comprehensive losses, and based on all available positive and negative evidence, as of March 31, 2023 and December 31, 2022, we have determined that it is more likely than not that our U.S. deferred tax assets will not be realized. However, given our current U.S. earnings and anticipated future earnings, we believe there is a reasonable possibility that prior to the fourth quarter of 2023 sufficient positive evidence of sustained U.S. profitability may become available to allow us to reach a conclusion that the U.S. valuation allowance will no longer be needed.  Release of the valuation allowance would result in the recognition of material U.S. federal and state deferred tax assets and a corresponding decrease to income tax expense estimated to be $1.0 billion to $1.2 billion in the fiscal year the release is recorded. The exact timing and amount of the valuation allowance release are subject to change based on the level of sustained U.S. profitability the Company is able to actually achieve.”

3

Form 8-K filed on January 25, 2023

Exhibit 99.1, page 10

5.Your GAAP to Non-GAAP reconciliation on pages 10-12 appears to include most of the major captions of the consolidated statements of operations, which gives undue prominence to your Non-GAAP financial measures. Please revise your presentation to comply with Question 102.10(c) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

To better align with the guidance in Question 102.10(c) of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (“CDIs”), we revised our earnings release disclosures to:

•remove the quantitative reconciliations for financial measures adjusted only for foreign currency rate fluctuations, in accordance with CDIs Question 104.06, and discontinue presenting reconciliations of cost of revenues and operating expense line items to the extent those items are not otherwise presented as non-GAAP financial measures.

•discontinue presenting reconciliations of cost of revenues and operating expense line items to the extent those items are not otherwise presented as non-GAAP financial measures.

*****

4

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at kevin.mcbride@servicenow.com.

Sincerely,

SERVICENOW, INC.

By:

 /s/ Kevin McBride

Name:

 Kevin McBride

Title:

 Chief Accounting Officer

cc:

 William R. McDermott, ServiceNow, Inc. Chief Executive Officer

 Gina Mastantuono, ServiceNow, Inc. Chief Financial Officer

 Russell Elmer, ServiceNow, Inc. General Counsel and Secretary

 Steven Mack, PricewaterhouseCoopers LLP

5

United States securities and exchange commission logo
April 4, 2023
Gina Mastantuono
Chief Financial Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, California 95054
Re:ServiceNow, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed January 31, 2023
Form 8-K
Filed January 25, 2023
File No. 001-35580
Dear Gina Mastantuono:
            We have reviewed your filings 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
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K For the fiscal year ended December 31 , 2022
Consolidated Financial Statements
Notes to Consolidated Financial Statements
(16) Income Taxes, page 72
1.It is unclear why you cite “cumulative losses in the U.S. during the prior three years” as a
justification for your decision to continue to carry a full valuation allowance against your
U.S. deferred tax assets as of December 31, 2022 when you report income before income
taxes in the U.S. in each of the past three years. Please revise.
2.We note the disclosure on page 73. However, you do not provide clear disclosure of the
objectively verifiable negative evidence that reasonably offsets the positive evidence in
support of your conclusion that it is more likely than not that the entire balance of deferred

 FirstName LastNameGina Mastantuono
 Comapany NameServiceNow, Inc.
 April 4, 2023 Page 2
 FirstName LastNameGina Mastantuono
ServiceNow, Inc.
April 4, 2023
Page 2
tax assets will not be realized. Please identify for us all of the objectively verifiable
negative evidence considered by management when determining that it is more likely than
not that your U.S. deferred tax assets will not be realized as of December 31, 2022. Tell us
where you disclosed this objectively verifiable negative evidence in your Form 10-K
or revise as necessary.
3.With respect to tax deductible stock compensation, we note in the rate reconciliation stock
based compensation had the effect of raising the tax rate in 2022. Tell us the more likely
than not effect of stock based compensation on your income taxes in 2023 and your basis
for this conclusion.
4.With respect to positive evidence, in addition to income in the past three years, please
explain how you considered management's guidance for 2023, which presumably is
conservative. In this regard, we also note in the press release dated January 25, 2023
several positive statements from management such as from your Chairman and CEO,
William McDermott, who said “ServiceNow continues to perform as a beyond
expectations company” and “Our Q4 surge in new business shows that the secular
tailwinds of digitization aren’t going anywhere." Also, your CFO, Gina Mastantuono, said
“Q4 was another great quarter of execution as we exceeded our subscription revenue and
profitability guidance” and “we outperformed our NNACV expectations, driven by robust
net expansion and over 30% NNACV growth year-over-year from new logos. What’s
more, our results were generated with a lower mix of early renewals from 2023, providing
us more opportunities to drive further expansion throughout the year. With our strong
results it's clear that ServiceNow remains a strategic priority, generating durable demand
that is positioning us well for 2023 and beyond.”
Form 8-K filed on January 25, 2023
Exhibit 99.1, page 10
5.Your GAAP to Non-GAAP reconciliation on pages 10-12 appears to include most of the
major captions of the consolidated statements of operations, which gives undue
prominence to your Non-GAAP financial measures. Please revise your presentation to
comply with Question 102.10(c) of the Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joseph Cascarano, Senior Staff Accountant, at (202) 551-3376
or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any questions.

 FirstName LastNameGina Mastantuono
 Comapany NameServiceNow, Inc.
 April 4, 2023 Page 3
 FirstName LastName
Gina Mastantuono
ServiceNow, Inc.
April 4, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
October 6, 2022
William R. McDermott
Chief Executive Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, California 95054
Re:ServiceNow, Inc.
Definitive Proxy Statement on Schedule 14A
Filed on April 22, 2022
File No. 001-35580
Dear William R. McDermott:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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September 16, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Jennifer Gowetski

 Amanda Ravitz

Re:

 ServiceNow, Inc.

 Definitive Proxy Statement on Schedule 14A

 Filed on April 22, 2022

 File No. 001-35580

Dear Ms. Gowetski and Ms. Ravitz:

ServiceNow, Inc. (the “Company”) hereby sets forth the following in response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the “Staff”), dated September 2, 2022, relating to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-35580) filed on April 22, 2022. We have set forth below the comments received by the Staff in italicized, bold type, and the comments are followed by the Company’s response.

Definitive Proxy Statement on Schedule 14A filed on April 22, 2022

General

1.Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders.

2.Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders;

•require board consideration of, and/or override your CEO on, any risk matters; or

•provide input on design of the board itself.

3.Please expand upon how your board administers its risk oversight function. For example, please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed;

•whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment;

•how the board interacts with management to address existing risks and identify significant emerging risks;

•to whom your Chief Ethics & Compliance Officer - Legal reports; and

•how your risk oversight process aligns with your disclosure controls and procedures.

The Company acknowledges the Staff’s comments and will review and enhance its disclosures related to such comments in future proxy filings.

*****

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at russell.elmer@servicenow.com.

 Sincerely,

 SERVICENOW, INC.

By:

 /s/ Russell S. Elmer

Name:

 Russell S. Elmer

Title:

 General Counsel and Secretary

cc:

 William R. McDermott, ServiceNow, Inc. President and Chief Executive Officer

 Gina Mastantuono, ServiceNow, Inc. Chief Financial Officer

 Kevin McBride, ServiceNow, Inc. Chief Accounting Officer

 Steven Mack, PricewaterhouseCoopers LLP

United States securities and exchange commission logo
September 2, 2022
William R. McDermott
Chief Executive Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara , California 95054
Re:ServiceNow, Inc.
Definitive Proxy Statement on Schedule 14A
Filed on April 22, 2022
File No. 001-35580
Dear Mr. McDermott:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed on April 22, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Chair
and CEO roles filled by a single individual, when shareholders would be notified of any
such change, and whether you will seek prior input from shareholders.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

 FirstName LastNameWilliam R. McDermott
 Comapany NameServiceNow, Inc.
 September 2, 2022 Page 2
 FirstName LastName
William R. McDermott
ServiceNow, Inc.
September 2, 2022
Page 2
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•to whom your Chief Ethics & Compliance Officer - Legal reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

August 19, 2019
Fay Sien Goon
Chief Accounting Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, CA 95054
Re:ServiceNow, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 27, 2019
File No. 001-35580
Dear Ms. Goon:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Russell Elmer

CORRESP
1
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		Document

August 6, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Christine Dietz, Assistant Chief Accountant

 Frank Knapp, Staff Accountant

Re:

 ServiceNow, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2018

 Filed February 27, 2019

 File No. 001-35580

Ladies and Gentlemen:

ServiceNow, Inc. (“we”, “us”, “our” or “Company”) hereby sets forth the following information in response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the “Staff”), dated August 1, 2019, relating to the Company’s Annual Report on Form 10-K (File No. 001-35580) for the fiscal year ended December 31, 2018 (the “Form 10-K”). We have set forth below the comments received by the Staff in italicized, bold type, and each comment is followed by the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2018

Note 2. Summary of Significant Accounting Policies

Revenue from Contracts with Customers, page 75

1. You disclose that you defer indirect costs that are not tied to a specific customer contract. Please explain the nature and amount of these costs for each period presented and your basis for capitalizing them.  Refer to ASC 340-40-25.

We respectfully advise the Staff that indirect costs that are not tied to a specific customer contract refer to bonuses paid to the Company’s sales force based on the achievement of specified quarterly and annual cumulative sales thresholds. We view these costs as incremental under ASC 340-40-25 as these costs would not have been incurred if a group of contracts (meeting or exceeding the relevant threshold) had not been obtained, consistent with the guidance of the FASB/IASB Joint Transition Resource Group’s staff paper on incremental costs of obtaining a contract (TRGRR Memo No. 57, Example 5). The amount of bonuses earned which are tied to cumulative sales thresholds were $8.0 million, $8.1 million and $7.8 million for the years ended December 31, 2018, 2017 and 2016, respectively, and were approximately 5% or less of the total amount of commissions deferred in each period.

Note 17. Income Taxes, page 95

2. Please describe the nature of the foreign tax restructuring in 2018 that gave rise to the $590 million in deferred tax assets and revise your disclosures to describe the restructuring. Also, confirm whether these are the same deferred tax assets of your Irish subsidiary referred to in the March 31, 2019 Form 10-Q that would give rise to an income tax benefit in excess of $500 million if the valuation allowance were released. If they are the same, revise your disclosures to clarify.

In the first quarter of 2018, the Company and its subsidiaries undertook a restructuring to transfer intangible assets to ServiceNow Ireland Limited (“IRL”). In accordance with ASC 740-10-25 and ASU 2016-16, the transfer of intangible assets to IRL resulted in the recognition of deferred tax assets in IRL of approximately $590 million related to the difference between the tax basis in IRL and the cost reported in the consolidated financial statements.

As of December 31, 2018 and through June 30, 2019, based on all available positive and negative evidence, the Company determined it was more likely than not that these deferred tax assets would not be realizable, and therefore maintained a full valuation allowance.

We confirm that these are the same deferred tax assets of our Irish subsidiary referred to in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 that may give rise to an income tax benefit in excess of $500 million if the valuation allowance were released. As such, we have expanded our disclosures in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 to describe the restructuring and clarify the nature of the deferred tax assets as follows:

“Due to our international expansion and improvements in the operating results of our Irish subsidiary over the past three years, we believe a reasonable possibility exists that within the next 12 months sufficient positive evidence may become available to reach a conclusion that the valuation allowance against the net deferred tax assets of our Irish subsidiary will no longer be needed. The deferred tax assets of our Irish subsidiary were created primarily as a result of the difference between the tax basis in our Irish subsidiary and the cost reported in our consolidated financial statements resulting from the transfer of intangible assets to our Irish subsidiary as part of our foreign restructuring in 2018. Assuming a consistent performance over the next few quarters, a release of the Irish valuation allowance would result in the recognition of certain deferred tax assets and may result in an income tax benefit in excess of $500 million for the period in which such release is recorded.”

*****

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact me at (669) 262-1474 or faysien.goon@servicenow.com.

Sincerely,

SERVICENOW, INC.

By:

 /s/ Fay Sien Goon

Name:

 Fay Sien Goon

Title:

 Chief Accounting Officer

cc:

 John J. Donahoe, ServiceNow Chief Executive Officer and President

 Michael P. Scarpelli, ServiceNow Chief Financial Officer

 Russell S. Elmer, ServiceNow General Counsel and Secretary

 Kevin Healy, PricewaterhouseCoopers LLP

August 1, 2019
Fay Sien Goon
Chief Accounting Officer
ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, CA 95054
Re:ServiceNow, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 27, 2019
File No. 001-35580
Dear Ms. Goon:
            We have reviewed your filing 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
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Note 2. Summary of Significant Accounting Policies
Revenue from Contracts with Customers, page 75
1.You disclose that you defer indirect costs that are not tied to a specific customer contract.
Please explain the nature and amount of these costs for each period presented and your
basis for capitalizing them.  Refer to ASC 340-40-25.
Note 17. Income Taxes, page 95
2.Please describe the nature of the foreign tax restructuring in 2018 that gave rise to the
$590 million in deferred tax assets and revise your disclosures to describe the
restructuring.  Also, confirm whether these are the same deferred tax assets of your Irish
subsidiary referred to in the March 31, 2019 Form 10-Q that would give rise to an income
tax benefit in excess of $500 million if the valuation allowance were released.  If they are
the same, revise your disclosures to clarify.

 FirstName LastNameFay Sien Goon
 Comapany NameServiceNow, Inc.
 August 1, 2019 Page 2
 FirstName LastName
Fay Sien Goon
ServiceNow, Inc.
August 1, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Christine Dietz,
Assistant Chief Accountant at (202) 551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Russell Elmer

May 28, 2015

Frank Slootman
Chief Executive Officer
ServiceNow, Inc.
3260 Jay Street
Santa Clara, CA 95054

Re: ServiceNow, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 001 -35580

Dear Mr. Slootman:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for  the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
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		SEC 2014 10-K Response Letter

May 6, 2015

VIA EDGAR

Mr. Patrick Gilmore

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 ServiceNow, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2014

 Filed February 27, 2015

 File No. 001-35580

Dear Mr. Gilmore:

ServiceNow, Inc. (“we”, “us”, “our” or “Company”) hereby sets forth the following information in response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the “Staff”), dated April 23, 2015, relating to the Company’s Annual Report on Form 10-K (File No. 001-35580) for the fiscal year ended December 31, 2014 (the “Form 10-K”). We have set forth below the comments received by the Staff. Following each Staff comment is a summary of the Company’s action taken in response thereto.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Performance

Total customers, page 30

1.  We note your disclosure that in situations where there is a single contract that applies to entities with multiple subsidiaries or divisions, universities or governmental organizations, each entity that has contracted for a separate production instance of your services are counted as a separate customer. We further note your disclosure on page 5 that no single customer accounted for more than 10% of your revenue. Please tell us whether any single contract that applies to entities with multiple subsidiaries or divisions, universities or governmental organizations, accounts for more than 10% of your revenue. If so, describe the material terms of the contract in your response letter and confirm that you will include similar disclosure in future filings. Additionally, please advise what consideration you gave to filing any such agreement as an exhibit. Refer to Item 601(b)(10) of Regulation S-K.

3260 Jay Street ● Santa Clara, CA 95054 ● www.servicenow.com

We acknowledge the Staff’s comment and respectfully advise the Staff that there is no single contract that applies to entities with multiple subsidiaries or divisions, universities or governmental organizations, which accounts for more than 10% of our consolidated revenues for the fiscal years ended December 31, 2014, 2013 or 2012.

We respectfully advise the Staff that, in the appropriate future filings of the Company, including our Annual Report on Form 10-K for the fiscal year ending December 31, 2015, we will clarify that “a group of customers under common control or customers that are affiliates of each other shall be regarded as a single customer” for purposes of determining whether any single customer accounts for more than 10% of our consolidated revenue for such fiscal year, as required pursuant to Item 101(c)(vii) of Regulation S-K.

Earnings Call held on April 16, 2015

2. In your first quarter 2015 earnings call, you discussed that you have changed your organization to implement a product line model with product line leaders. Further, you stated that you wanted to “increase the focus on markets that otherwise would not get the quality of attention and focus and resources.” These product line units appear to have been developed with the intent that they each be responsible for “the go-to-market motions and all the marketing programs, all the partner strategies, etc., that are associated with these individual product lines.” We also note you hired two Vice Presidents of Sales related to your main product lines who both report to the Vice President of Worldwide Sales. In light of the foregoing, please tell us whether you plan to present more than one reportable segment in your March 31, 2015 Form 10-Q. If so, please tell us what these segments will be, including how they were determined, and if not, please tell us why you do not believe separate reportable segments exist. As part of your response, please also tell us whether there has been a change in the chief operating decision maker (CODM) as a result of this reorganization and provide us with your analysis in determining the CODM. Refer to ASC 280-10-50.

We acknowledge the Staff’s comment and respectfully advise the Staff that we do not believe separate reportable segments exist despite the changes mentioned during our April 16, 2015 earnings call.  Accordingly, we do not plan to change our segment disclosure in the Form 10-Q for the three months ended March 31, 2015.

During the April 16, 2015 earnings call, we discussed our implementation of multiple product lines with product line leaders. We made this change to increase our focus on these product categories, including by more effectively planning, developing, marketing and selling products for these categories. Our platform is designed to serve the needs of the company across the enterprise.  However, as we expand our product offerings within our platform, we are also expanding our strategies to better serve the needs of different user bases for each product category. We have not divided our sales organization by product line, and we continue to have a single, world-wide sales organization that sells all of our product offerings. We do not have discrete revenue or other financial information by product line and our chief operating decision maker (“CODM”) does not assess the performance of the product lines or allocate resources based on any discrete financial information.

3260 Jay Street ● Santa Clara, CA 95054 ● www.servicenow.com

2

In addition, during our April 16, 2015 earnings call, we mentioned hiring two new vice presidents (“VPs”) of Sales to lead the Enterprise and Commercial markets. The two VPs of Sales, as well as our sales force, are not associated to any individual product line but are aligned based on geographical sales regions or markets.  We have historically focused our sales strategy around large enterprises, and as a result, the commercial or small and mid-sized businesses (“SMB”) have been left under-served.  To increase penetration into the SMB space, we hired a VP of Commercial Sales for the Americas. We mispoke during the April 16, 2015 earning call when we stated that both newly hired VPs of Sales report to the Senior VP of Worldwide Sales. The VP of Commercial Sales reports to the VP of Sales for the Americas, our other new hire, who in turn reports to the Senior VP of Worldwide Sales. We do not have discrete revenue or other financial information by sales region or market and our CODM does not assess the performance of the sales region or markets or allocate resources based on any discrete financial information.

Therefore, we do not believe that separate reportable segments exist despite the changes described above.

ASC 280 requires a public entity to disclose certain financial information about a component of its business that meets all of the following criteria:

a.

 Engages in business activities from which it may earn revenues and incur expenses.

b.

 Operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resource allocation and assess performance

c.

 Discrete financial information is available.

We have concluded that our Chief Executive Officer (“CEO”) is our CODM, who is responsible for allocating resources and assessing performance. Our board of directors (the “Board”) reviews the financial performances of the Company on a quarterly basis at a consolidated level. While the Board has input into the direction of the Company, the day-to-day business decisions are made at the executive level and are based on company-wide initiatives. Our CODM operates the Company as one business segment on a global basis and reviews all financial statement results on a consolidated level only. These financial statement results include subscription revenue, professional service and other revenue, consolidated total revenue, gross margin, operating expenses, operating loss and net loss. We do not have any financial information at a level below the consolidated level. Our CODM does not review discrete financial information about asset allocation, expense allocation or profitability by product line, market size, or geographic region. In addition, our CODM is supported by a worldwide executive management team that each retains global responsibility for their respective functions (development, marketing, sales, strategy, IT, and finance and administration). We do not have leadership that retains responsibility of all aspects of the business in a single product line, market or region. Our worldwide executive management team is responsible for the global execution of our CODM’s strategic initiatives across all products, market sizes, and geographic regions.

In summary, although we are moving to a model of multiple product lines and multiple markets, we do not have discrete financial information available for regular review by our CODM at the product line, market size or geographic level. Our CODM operates the Company as a single worldwide component, making the operating performance assessment and resource allocation decisions for the Company on a global basis. As the business is managed on an aggregate, global basis, we believe that we operate as a single operating segment.

3260 Jay Street ● Santa Clara, CA 95054 ● www.servicenow.com

3

As requested, please be advised that the Company acknowledges the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (408) 501-8503.

Sincerely,

SERVICENOW, INC.

By:

 /s/ MICHAEL P. SCARPELLI

Name:

 Michael P. Scarpelli

Title:

 Chief Financial Officer

3260 Jay Street ● Santa Clara, CA 95054 ● www.servicenow.com

4

April 23, 2015

Frank Slootman
Chief Executive Officer
ServiceNow, Inc.
3260 Jay Street
Santa Clara, CA 95054

Re: ServiceNow, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 27, 2015
File No. 001 -35580

Dear Mr. Slootman :

We have reviewed your filing and  have the following comments.  Comments, if any,
related to disclosure in Part III of your Form 10 -K, will be provided under separate cover after it
has been fi led.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise  us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Performance

Total customers, page 30

1. We note your disclosure that in situations where the re is a single contract that applies to
entities with multiple subsidiaries or divisions, universities or governmental
organizations, each entity that has contracted for a separate production instance of your
services are counted as a separate customer.  W e further note your disclosure on page 5
that no single customer accounted for more than 10% of your revenue.  Please tell us
whether any single contract that applies to entities with multiple subsidiaries or divisions,
universities or governmental organiz ations, accounts for more than 10% of your revenue.
If so, describe the material terms of the contract in your response letter and confirm that

Frank Slootman
ServiceNow, Inc.
April 23, 2015
Page 2

 you will include similar disclosure in future filings.  Additionally, please advise what
consideration you gave  to filing any such agreement as an exhibit.  Refer to Item
601(b)(10) of Regulation S -K.

Earnings Call held on April 16, 2015

2. In your first quarter 2015 earnings call, you discuss ed that you have changed your
organization to implement a product line mo del with product line leaders.  Further, you
stated that you wanted to “increase the focus on markets that otherwise would not get the
quality of attention and focus and resources.”  These product line units appear to have
been developed with the intent th at they each be responsible for “the go -to-market
motions and all the marketing programs, all the partner strategies, etc., that are associated
with these individual product lines.”  We also note you hired two Vice Presidents of Sales
related to your main product lines who both report to the Vice President of Worldwide
Sales.  In light of the foregoing, please tell us whether you plan to present more than one
reportable segment in your March 31, 2015 Form 10 -Q.  If so, please tell us what these
segments wil l be, including how they were determined, and if not, please tell us why  you
do not believe separate reportable segments exist.  As part of your response, please also
tell us whether there has been a change in the chief operating decision maker (CODM) as
a result of this reorganization and provide us with your analysis in determining the
CODM.   Refer to ASC 280 -10-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequac y of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

You may contact Rebekah Lindsey, S taff Accountant at (202) 551 -3303  if you have
questions regarding comments on the financial statements and related matters.  If you have any
other questions, please contact  Matthew Crispino, Senior Staff Attorney , at (202) 551 -3456  or

Frank Slootman
ServiceNow, Inc.
April 23, 2015
Page 3

 Barbara Jacobs, Assistant Director, at (202) 551 -3735 .  If you require further assistance, do not
hesitate  to contact me at (202) 551 -3406 .

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

July 2, 2013

Via E -mail
Michael P. Scarpelli
Chief Financial Officer
ServiceNow, Inc.
4810 Eastgate Mall
San Diego, CA 92121

Re: ServiceNow, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 8, 2013
File No. 001 -35580

Dear Mr. Scarpelli :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Sr. Asst. Chief Ac countant

CORRESP
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		SEC10-KResponseLettertoAC5152013

          4810 Eastgate Mall

San Diego, CA 92121

May 20, 2013

VIA EDGAR

Craig D. Wilson

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 ServiceNow, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2012

 Filed March 8, 2013

 File No. 001-35580

Dear Mr. Wilson:

ServiceNow, Inc. (“we”, “us”, or “our”) hereby sets forth the following information in response to the comments contained in the correspondence of the staff of the Securities and Exchange Commission (the “Staff”), dated May 9, 2013, relating to the Company’s Annual Report on Form 10-K (File No. 001-35580) for the fiscal year ended December 31, 2012 (the “Form 10-K”). We have set forth below the comments received by the Staff. Following each Staff comment is a summary of the Company’s action taken in response thereto.

Notes to Consolidated Financial Statements

Note (2) Summary of Significant Accounting Policies

Revenue Recognition, page 63

1. We note that you sell services through your direct sales force as well as indirect channels which include resellers and system integrators. Please explain any differences in sales, credit and collection terms, as well as any differences in how each of the basic revenue recognition criteria is met, for sales through indirect channels compared to direct sales.

1

In response to the Staff’s comment, sales through our resellers and system integrators (collectively referred to as “Indirect Customers”) are for our subscription service. We typically do not sell our professional services through the indirect channel as those services are typically provided by us directly to the end user or by the Indirect Customers directly to the end user. The subscription sales, credit and collection terms with our Indirect Customers are generally the same as the terms with direct customers.

We commence revenue recognition when all four basic revenue recognition criteria are met. Below is our assessment of how each of the criteria is met for sales of our subscription services through indirect channels compared to direct sales:

•

 Persuasive evidence of an arrangement is met

For sales to both direct customers and Indirect Customers, we consider the combination of both the mutually signed contract and either a mutually signed order form or purchase order to determine persuasive evidence of an arrangement is met.

•

 Service has been provided to the customer

We provide our subscription service to both direct customers and Indirect Customers over the contract term beginning on the commencement date of each contract, which is the date we make our service available to our customers.

•

 Collection of related fees is reasonably assured

For both direct customers and Indirect Customers, we assess collectibility based on a number of factors such as past collection history and creditworthiness of the customer. Payment is due from our Indirect Customers regardless of whether they have received payment from the end customer. If we determine collectibility is not reasonably assured, we defer revenue recognition until collectibility becomes reasonably assured.

•

 Amount of fees to be paid by the customer is fixed or determinable.

For both direct customers and Indirect Customers, we assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Our arrangements do not include general rights of return however we include service level commitments to our end users warranting certain levels of uptime reliability and performance and permitting those end users to receive credits in the event we fail to meet those levels. The amount of credits issued to date has not been material.

2

2. With regard to evidence of an arrangement, we note that historically when you did not have a signed contract a purchase order or a signed order form was considered to represent evidence of an arrangement. We further note that in situations where you have both a signed contract and either a purchase order or signed order form, you consider the signed contract to represent the final persuasive evidence of an arrangement. Please explain in further detail, your current and historical customary practices for obtaining evidence of an arrangement and tell us whether there are differences based on type of customer or sales channel. Also, please clarify the implications, if any, of using a signed contract rather than a purchase order or signed order form as evidence of an arrangement.

In response to the Staff’s comment, our current and historical customary practices for our subscription and professional services revenues for both direct customers and Indirect Customers is to obtain a mutually signed contract from each customer. The contract defines the terms and conditions generally applicable to the purchase and sale of our subscription products and professional services.  Concurrently with the signed contract, we also obtain either a mutually signed order form or, to a lesser extent when required by the customer, a purchase order. The signed order form or purchase order includes the specific details relating to the particular order such as the type and quantity of products or services ordered, the start and end dates of any subscription products, the estimated hours of any professional services, and pricing information, including payment terms.  We consider the combination of the signed contract and either the signed order form or purchase order to be the final persuasive evidence of an arrangement for our subscription and professional services revenues.  For subsequent transactions with the customer, including upsells and renewals, we obtain a new mutually signed order form or a new purchase order containing the specific details relating to the additional order and incorporating the terms and conditions of the previously signed contract.  This practice of obtaining a signed contract and either a signed order form or a purchase order is similar regardless of the type of customer or sales channel. We have not, currently and historically, relied solely on either a signed order form or a purchase order as evidence of an arrangement without also obtaining a mutually signed contract nor have we considered the sole signed contract without either the signed order form or a purchase order as evidence of an arrangement.

 We will revise future filings, commencing with our Form 10-Q filing for the quarter ending June 30, 2013, to clarify our policy regarding what we consider to be the final persuasive evidence of an arrangement.  Specifically, we intend to replace the paragraph describing our current policy with disclosure consistent with the description above.  Below is an illustration of the proposed disclosure that we anticipate including:

We use a signed contract together with either a signed order form or a purchase order, as evidence of an arrangement for a new customer. In subsequent transactions with an existing customer, including an upsell or a renewal, we consider the existing signed contract and either the new signed order form or new purchase order as evidence of an arrangement.

3

3. Where you rely upon a purchase order as evidence of an arrangement, please tell us how you determine that the terms of the purchase order comply with your required terms of sale. In this regard, your use of written purchase orders issued by the customer as evidence of an arrangement should be clarified. Please tell us if the purchase order terms in all cases reflect your normal sales agreement conditions.

Our disclosure notes “If a signed contract by the customer does not exist, we have historically used either a purchase order or a signed order form as evidence of an arrangement.” As noted in our response to the Staff’s second comment, in our current and historical practices, we consider the combination of a signed contract with either a signed order form or a purchase order to be the final persuasive evidence of an arrangement and have not relied solely on a purchase order as evidence of an arrangement. We will revise future filings, commencing with our Form 10-Q filing for the quarter ending June 30, 2013, to eliminate reference to our reliance on the purchase order as evidence of an arrangement.

As requested, please be advised that the Company acknowledges the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should the staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (408) 501-8503 or Robert Specker, our general counsel, at (408) 961-2321.

Sincerely,

SERVICENOW, INC.

By:

 /s/ MICHAEL P. SCARPELLI

Name:

 Michael P. Scarpelli

Title:

 Chief Financial Officer

4

May 9, 2013

Via E -mail
Michael P. Scarpelli
Chief Financial Officer
ServiceNow, Inc.
4810 Eastgate Mall
San Diego, CA 92121

Re: ServiceNow, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 8, 2013
File No. 001 -35580

Dear Mr. Scarpelli :

We have reviewed your filing an d have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when  you will provide the requested
response.   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 filing and the information you provide in
response to these comment s, we may have  additional comments.

Notes to Consolidated Financial Statements

Note (2) Summary of Significant Accounting Policies

Revenue Recognition, page 63

1. We note that you sell services through your direct sales force as well as indirect channels
which include resellers and system integrators.  Please explain any differences in sales ,
credit and collection terms, as well as any differences in how each of the basic revenue
recogni tion criteria is met, for sales through indirect channels compared to direct sales.

2. With regard to evidence of an arrangement , we note that historically when you did not
have a signed contract a purchase order or a signed order form  was considered to

Michael P. Scarpelli
ServiceNow, Inc.
May 9, 2013
Page 2

 represent evidence of an arrangement .  We further note that in situations where you have
both a signed contract and either a purchase order or signed order form, you consider the
signed contract to represent  the final persuasive evidence of an arrangement.   Please
explain in further detail, your current and historical customary practices for obtaining
evidence of an arrangement and tell us whether there are differences based on type of
customer or sales channel.  Also, please clarify the implications, if any , of using a signed
contract rather than a purchase order or signed order form as evidence of an arrangement.

3. Where you rely upon a purchase order as evidence of an arrangement , please tell us how
you determine that the terms of the purchase order comply  with your required terms of
sale.  In this regard, your use of written purchase orders issued by the customer as
evidence of an arrangement should be c larified.  Please tell us if the purchase order terms
in all cases reflect your normal sales agreement c onditions .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement  from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact David Edgar, Staff Accountant , at (202) 551 -3459  if you have questions
regarding comments on the financial statements and re lated matters.  Please contact me at (202)
551-3226  with any other questions.

Sincerely,

 /s/ Craig D. Wilson

Craig D. Wilson
Sr. Asst. Chief Accountant

CORRESP
1
filename1.htm

Acceleration Request

 June 26, 2012

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:

 Barbara C. Jacobs, Assistant Director

 Matthew Crispino, Staff Attorney

 David Edgar, Staff Accountant

Patrick Gilmore, Accounting Branch Chief

Re:
ServiceNow, Inc.

Registration Statement on Form S-1 (Registration No. 333-180486), as amended, and corresponding Registration Statement on Form 8-A (File No. 001-35580)

 Ladies and Gentlemen:

 In connection with the above-captioned Registration Statement, we wish to advise that between June 19, 2012 and the date hereof, 9,184 copies of the Preliminary Prospectus dated June 19, 2012
were distributed to prospective underwriters, institutional investors and prospective dealers.

 We have been informed by the
participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on June 28, 2012 or as soon
thereafter as practicable.

 [Signature page follows]

 1

 Very truly yours,

 MORGAN STANLEY & CO. LLC

 As Representative of the

Prospective Underwriters

By:

 /s/ Cynthia Gaylor

Name:

Cynthia Gaylor

Title:

Managing Director

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

Acceleration Request

 SERVICENOW, INC.

12225 El Camino Real, Suite 100

 San Diego, California 92130

 June 26, 2012

VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention:

 Barbara C. Jacobs, Assistant Director

 Matthew Crispino, Staff Attorney

 David Edgar, Staff Accountant

Patrick Gilmore, Accounting Branch Chief

Re:

 ServiceNow, Inc. Form S-1 Registration Statement (File No. 333-180486)

 originally filed March 30, 2012, as amended, and corresponding Registration

 Statement on Form
8-A (File No. 001-35580)

 Acceleration Request

 Requested Date:

June 28, 2012

 Requested Time:

4:00 PM Eastern Time

 Ladies and Gentlemen:

 ServiceNow, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the
above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Robert A. Freedman or Gordon K. Davidson, both of whom are attorneys with the Registrant’s outside
legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

 The Registrant hereby
acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 The Registrant requests that it be notified of such effectiveness by a telephone call to
Mr. Freedman at (650) 335-7292, or in his absence, Mr. Davidson at (650) 335-7237.

Sincerely,

SERVICENOW, INC.

By:

 /s/ MICHAEL P. SCARPELLI

      Michael P. Scarpelli

      Chief Financial Officer

cc:
Frank Slootman, Chief Executive Officer

Robert Specker, Esq., General Counsel

Ethan Christensen, Esq., Vice President, Legal

ServiceNow, Inc.

 Gordon
Davidson, Esq.

 Dawn Belt, Esq.

 Fenwick & West LLP

CORRESP
1
filename1.htm

SEC Response Letter

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR WERE OMITTED
AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH WERE REPLACED WITH THE FOLLOWING PLACEHOLDER “[****]” IN THE LETTER FILED VIA EDGAR. THE OMITTED PORTIONS HAVE BEEN
BRACKETED IN THIS UNREDACTED COPY OF THE LETTTER FOR EASE OF IDENTIFICATION.

ROBERT A. FREEDMAN

June 7, 2012

 EMAIL RFREEDMAN@FENWICK.COM

Direct Dial (650) 335-7292

 VIA EDGAR AND OVERNIGHT DELIVERY

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Washington, D.C. 20549

Attention:
Barbara C. Jacobs, Assistant Director

 Matthew Crispino, Staff Attorney

 Patrick Gilmore, Accounting Branch Chief

 David Edgar, Staff Accountant

Re:
ServiceNow, Inc.

 Amendment
No. 2 to Registration Statement on Form S-1

 Filed on May 24, 2012

File No. 333-180486

Ladies and Gentlemen:

 On
behalf of ServiceNow, Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated June 4, 2012. The numbered paragraphs below correspond to the numbered comments in that letter; the Staff’s comment is presented in bold italics. In addition to addressing the comments raised by
the Staff in its letter, the Company will revise its Registration Statement on Form S-1 (Registration No. 333-180486) originally filed by the Company with the Commission on March 30, 2012, as amended to date, by filing Amendment No. 3
(the “Amendment”) on a future date to update the Company’s disclosures.

 CONFIDENTIAL TREATMENT
REQUESTED BY SERVICENOW, INC.

 SERVICENOW-01

 United States Securities and Exchange Commission

June 7, 2012

  Page
 2

 Because of the commercially sensitive nature of the information contained herein, this
submission is accompanied by the Company’s request for confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of
Information Act. For the convenience of the Staff, we are providing to the Staff, via overnight courier, copies of this letter.

The Company supplementally advises the Staff that, on June 1, 2012, representatives of Morgan Stanley & Co. LLC, the lead
underwriter for the Company’s initial public offering and on behalf of the underwriters, advised the Company that, based on then-current market conditions, they would recommend a preliminary price range of $[****] and $[****] for this offering.
This range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful initial public offering with no weighting attributed to any other outcome for the Company’s business, such as
remaining a privately held company. The Company will set forth a bona fide preliminary price range in a pre-effective amendment to the Registration Statement prior to the distribution of any preliminary prospectus.

Common Stock Valuations, page 66

 1. With regard to your May 7, 2012 valuation, you indicate that “the increase in [y]our common stock valuation between March 2012 and April 2012 can be attributed primarily to [y]our
continued strong financial performance, [y]our progress made toward a potential IPO, and an increase in the probability of an IPO relative to other exit alternatives.” Please clarify whether the sentence noted above should be referring to the
increase in your common stock valuation between April 9, 2012 and May 7, 2012 and revise as necessary.

 In
response to the Staff’s comment, the Company will revise its disclosure on page 73 of the Registration Statement to change “March 2012 and April 2012” to “April 2012 and May 2012” to clarify that the sentence noted by the
Staff above does refer to the increase in common stock valuation between April 9, 2012 and May 7, 2012.

 2. We
note your response to prior comment 19 in our letter dated April 26, 2012 regarding the increase in the fair value of your common stock from May 7, 2012 to the midpoint of your preliminary price range, as well as your proposed disclosures.
Please quantify for us the relative significance of each of the factors you identified as contributing to the increase. Please also address the following:

•

 You indicate that the preliminary price range assumes that an IPO has occurred and therefore excludes any marketability or illiquidity discount
whereas the fair value of your common stock on May 7, 2012 reflected a risk-adjusted discount rate of 28.1% and a non-marketability discount of 4%. Please clarify whether you removed or lowered the risk-adjusted discount rate from 28.1% and
your basis for doing so as well as the impact this had on the fair value of your common stock;

CONFIDENTIAL TREATMENT REQUESTED BY SERVICENOW, INC.

 SERVICENOW-02

 United States Securities and Exchange Commission

June 7, 2012

  Page
 3

•

 You indicate that there were differences in the mix and projected time periods utilized by the underwriters in their comparable company analysis
compared to the metrics utilized in your valuations. You further indicate that the underwriters “applied various current financial metrics to their projections of the Company’s financial results and the financial results of comparable
companies for 2013” without quantifying the weighting applied as you did with the previous valuation approach. Please explain the differences in the two approaches in greater detail and include the weightings applied to the methods used by the
underwriters;

•

 Please clarify whether the companies you provided that recently completed initial public offerings are considered comparable companies based on
the criteria disclosed on page 67. If you believe these companies are comparable companies, please explain why these companies were not included in prior valuations. Additionally, please tell us how you weighted the companies that recently completed
initial public offerings and the companies that have pending initial public offerings in your valuation;

•

 Please clarify the “various objective and subjective factors in the previous fair value determination” the board of directors
considered that were not applicable to the preliminary price range; and

•

 Please explain how the purchase of 77,498 shares from former employees in April and May was a significant factor contributing to the increase in
the value of your stock.

 In response to the Staff’s comment, the factor which had the largest
impact on the difference between the Company’s May 7, 2012 valuation of $12.45 per share and the estimated midpoint of the initial public offering (“IPO”) filing range is the underwriters’ use of a different
metric to determine their valuation range. The underwriters focused on a multiple of a calendar year 2013 estimate of revenue based on the Company’s projected growth rate assuming the IPO happens today. On the other hand, the Company, in
determining its valuation as of May 7, 2012, used the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation as described
on pages 65 and 66 of the Registration Statement.

 Furthermore, in response to the Staff’s specific questions regarding
valuation, the Company supplementally advises the Staff that the Company did not remove or lower the risk-adjusted discount rate from 28.1%, as this was used by the Company in determining the value of common stock as of May 7, 2012. The
underwriters, however, in determining the projected price range, did not apply a specific risk-adjusted discount rate as they utilized the valuation technique discussed above, assuming the Company was public.

 CONFIDENTIAL TREATMENT REQUESTED BY SERVICENOW, INC.

 SERVICENOW-03

 United States Securities and Exchange Commission

June 7, 2012

  Page
 4

 The Company, in preparing its valuation of common stock as of May 7, 2012, applied
an analysis which estimated the fair value of the Company’s common stock on both trailing financial data (10% weighting) and, for the comparable companies used in the analysis, one year of projected financial data (80% weighting), and two year
projected financial data (10% weighting). The underwriters applied 100% weighting to their estimate of the Company’s 2013 revenue.

 The Company did not include any companies that recently completed initial public offerings (for example Splunk, Inc., Jive Software, Inc. and Bazaarvoice, Inc.) as comparable companies in its analysis as
they are not enterprise infrastructure software companies that deliver their software as a service. The underwriters included these companies in their analysis for the purpose of looking at their estimated 2013 projected revenue and the implied
multiple at which those companies are trading, as such companies, like the Company, are high growth technology companies.

There are various objective and subjective factors that the board of directors of the Company considered in the determination of its
previous valuations, including, but not limited to, the basket of comparable companies, the likelihood of an IPO and the date on which the Company would be public, the risk associated with the execution of its financial and business plan and the
risk associated with managing its growth. As described above, the underwriters did not apply these same factors in determining their preliminary filing range suggestion.

 The purchase of 77,798 shares from former employees in April 2012 and May 2012 did not contribute to the increase in value of the Company’s common stock but rather supported the value of its common
stock at $11.00 on April 9, 2012 and $12.45 on May 7, 2012, as determined by the board of directors.

 The Company
supplementally advises the Staff that in the amendment to the Registration Statement which contains an estimated price range, the Company will include the following disclosure:

 “We have determined, after consultation with the underwriters, that our anticipated initial offering price range as reflected in this prospectus is
$             to $             per share. As of the date of our stock option grants on May 7, 2012, our board of directors
determined the fair value of our common stock to be $12.45 per share. The determination was based upon the objective and subjective factors described above. We believe the difference between the fair value of our common stock on May 7, 2012, as
determined by our board of directors, and the anticipated initial offering price range is a result of the following factors:

• the anticipated price range necessarily assumes that the initial public offering has occurred and a public market for our common
stock has been created, and therefore excludes any marketability or illiquidity discount for our common stock, which was appropriately taken into account in our board of directors’ fair value determination in and prior to early May 2012; and

 CONFIDENTIAL TREATMENT REQUESTED BY SERVICENOW,
INC.

 SERVICENOW-04

 United States Securities and Exchange Commission

June 7, 2012

  Page
 5

 • the consideration of our growth prospects and recent financial, trading and
market statistics of comparable companies and a broader set of software companies, including some that have recently completed their initial public offerings, discussed between us and the underwriters as compared to the more narrow prior analysis
applied and comparable companies used by the board of directors.”

 In addition to the above comments, Mr. Gilmore of
the Staff relayed an additional comment to the Company’s outside counsel, Mr. Robert Freedman of Fenwick & West, LLP, per a telephone conversation.

 Mr. Gilmore requested that the Company disclose on page 73 of the Registration Statement the additional compensation expense the Company expects to recognize as a result of the Company’s
issuance of options to purchase shares of common stock at an exercise price per share equal to the proposed midpoint of the initial public offering price range.

 In response to the Staff’s comment, the Company will disclose the grant of options to purchase 1,286,500 shares of common stock and 31,206 restricted stock units in June 2012 in the Registration
Statement and the Company will revise the first sentence of the last paragraph on page 73 of the Registration Statement to include the compensation expense recognized for the additional equity grants.

* * * * * *

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at
(650) 335-7292 or, in his absence, Dawn Belt, Esq. at (650) 335-7830.

 Sincerely,

 FENWICK & WEST
LLP

 /s/ Robert A. Freedman

 Robert A. Freedman

cc:
Frank Slootman, Chief Executive Officer

 Michael P. Scarpelli, Chief Financial Officer

 Robert Specker, Esq., General
Counsel

 Ethan Christensen, Esq., Vice President, Legal

 CONFIDENTIAL TREATMENT REQUESTED BY SERVICENOW, INC.

 SERVICENOW-05

 United States Securities and Exchange Commission

June 7, 2012

  Page
 6

 ServiceNow, Inc.

Gordon K. Davidson, Esq.

 Dawn Belt, Esq.

 Fenwick & West LLP

Stephane Berthier

 PricewaterhouseCoopers LLP

 Eric Jensen, Esq.

John McKenna, Esq.

 Cooley LLP

 CONFIDENTIAL TREATMENT REQUESTED BY SERVICENOW, INC.

 SERVICENOW-06

June 4 , 2012

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

Re: ServiceNow, Inc.
Amendment No. 2  to Registration Statement on Form S -1
Filed on May 24, 2012
File No. 333 -180486

Dear Mr. Slootman :

We have reviewed your amended registration statement and have the following
comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Stock -Based Compensation

Common Stock Valuations , page 6 6
1. With regard to your May 7, 2012 valuation , you indicate that “the increase in [y]our
common stock valuation between March 2012 and April 2012 can be attributed primarily
to [y]our conti nued strong financial performance, [y]our progress made toward a
potential IPO, and an increase in the probability of an IPO relative to other exit
alternatives. ”  Please clarify whether the sentence noted above should be referring to the
increase in your common stock valuation between April 9, 2012 and May 7, 2012  and
revise as necessary .
2. We note your response to prior comment 19 in our letter dated April 26, 2012 regarding
the increase in the fair value of your common stock from May 7, 2012 to the midpoi nt of
your preliminary price range , as well as your proposed disclosures.  Please quantify for us
the relative significance of each of the factors you identified as contributing to the
increase.  Please also address the following:

 You indicate that the pr eliminary price range assumes that an IPO has occurred and
therefore excludes any marketability or illiquidity discount whereas the fair value of
your common stock on May  7, 2012 reflected a risk -adjusted discount rate of 28.1%
and a non -marketability disc ount of 4%.  Please clarify whether you removed or

Frank Slootman
ServiceNow, Inc.
June 4, 2012
Page 2

 lowered the risk -adjusted discount rate from 28.1% and your basis for doing so as
well as the impact this had on the fair value of your common stock ;

 You indicate that there were differences in the mix and projected time periods utilized
by the underwriters in their comparable company analysis compared to the metrics
utilized in your valuations. Your further indicate that the underwriters “applied
various current financial metrics to their projections of  the Company’s financial
results and the financial results of comparable companies for 2013 ” without
quantifying the weighting applied as you did with the previous  valuation approach.
Please explain the differences in the two approaches in greater detail and include  the
weightings applied to the methods used by the underwriters;

 Please  clarify whether the companies you provided that recently completed initial
public offerings are considered comparable companies based on the criteria disclosed
on page 67.  If you believe these companies are comparable companies, please
explain why these companies were not included in prior valuations. Additionally,
please tell us how you weighted the companies that recently completed initial public
offerings and the compani es that have pending initial public offerings in your
valuation ;

 Please clarify the “various objective and subjective factors in the previous fair value
determination” the board of directors considered that were not applicable to the
preliminary price ran ge; and

 Please explain how the purchase of 77,498  shares from former employees in April
and May was a significant factor contributing to the increase in the value of your
stock .

You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Patrick Gilmore,
Accounting Branch Chief, at (202) 551 -3406 if you have any questions regarding comments on
the financial statements and related matters.  Please address questions regarding all other
comments to Matthew Crispino, Staff Attorney, at (202) 551 -3456 or, in his absence, to me at
(202) 551 -3730.

        Sincerely,

        /s/ Barbara C. Jacobs

        Barbara C. Jacobs
        Assistant Director

cc: Via E-mail
 Robert A. Freedman, Esq.
 Fenwick & West LLP

May 22 , 2012

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

Re: ServiceNow, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed on May 4 , 2012
File No. 333 -180486

Dear Mr. Slootman :

We have reviewed your amended registration statement and have the following
comments.  References to prior comments are to those in our letter dated April 26, 2012.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comparison of Fiscal 2009, 2010 and 2011

Revenues, page 51

1. We note your response to prior comment 9 and your revised disclosures relating to you r
results of operations for the three months ended March 2011 and 2012, as well as the six
months ended December 31, 2010 and 2011.   However, we note that you did not
similarly revise disclosures for fiscal 2009, 2010 and 2011.   Please revise to quantify t he
relative significance of sales to new customers versus existing customers, direct sales
versus channel partner sales and sales within North America versus and outside North
America.

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

Provis ion for Income Taxes, page 51

2. We note your response to prior comment 10 and your revised disclosures relating to your
results of operations for the three months ended March 2011 and 2012.   However, we
note that you did not similarly revise disclosures for  the six months ended December 31,
2010 and 2011 or fiscal 2009, 2010 and 2011.   Please revise to provide a discussion of

Frank Slootman
ServiceNow, Inc.
May 22, 2012
Page 2

factors that have had a significant impact on your effective income tax rate for all periods
presented.

Stock -Based Compensation, p age 64

3. We note your response to prior comment 15 and your revised disclosures regarding the
comparable publicly -traded companies used in your common stock valuations.   As
previously requested, please confirm that the same set of comparable publicly -trade d
companies is used in all of your various valuation estimates, including expected
volatility, and update your disclosure accordingly.

4. We note your revised disclosure on page 69 in response to prior comment 20 that your
board of directors concluded that the July 2011 valuation of $3.75 per share of common
stock was not less than the fair market value of your common stock in August 2011,
September 2011 and October 2011.   Based on this disclosure it is not clear what the value
of your common stock was during each of these periods although based on the table on
page 66, it appears that the fair value of your common stock during each of these periods
was $3.75 per share.   Considering you use the Black -Scholes option -pricing model to
determine the fair value of your stock -based awards and the fair value of the underlying
common stock is one of the assumptions used in this model, please revise yo ur disclosure
to clearly state the fair value of your common stock as determined by management or
your board of directors for each of these periods.

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue R ecognition, page F -10

5. We note your response to prior comment 31 that the implementation and configuration
services you provide represent the culmination of a separate earnings process.
Notwithstanding your response to prior comment 32, please explain in detail the services
performed for initial implementation and configuration and how you determined  that
these services represent  the culmination of a separate earnings process including whether
these services have any utility to the customer separate from t he ongoing subscription
services.

Frank Slootman
ServiceNow, Inc.
May 22, 2012
Page 3

You may contact David Edgar, Staff Accountant, at (202) 551 -3459 or Patrick Gilmore,
Accounting Branch Chief, at (202) 551 -3406 if you have any questions regarding comments on
the financial statements and related matters.  Please address questions regarding all other
comments to Matthew Crispino, Staff Attorney, at (202 ) 551 -3456 or, in his absence, to me at
(202) 551 -3730.

        Sincerely,

        /s/ Barbara C. Jacobs

        Barbara C. Jacobs
        Assistant Director

cc: Via E-mail
 Robert A. Freedman, Esq.
 Fenwick & West LLP

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