Item 2.02 Results of Operations and Financial Condition.

On July 29, 2020, ServiceNow, Inc. ("ServiceNow" or the "Company") issued a press release announcing financial results for the three months ended June 30, 2020.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.



The information in this report, including the exhibit attached hereto, is
furnished pursuant to Item 2.02 of Form 8-K and is not deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to liabilities of that section, nor shall
it be deemed incorporated by reference in any filing of ServiceNow under the
Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act,
whether made before or after the date hereof and irrespective of any general
incorporation language in any filings.

ServiceNow makes reference to non-GAAP financial information in the press
release. A reconciliation to the nearest comparable GAAP financial measures of
the non-GAAP financial measures is included in the press release attached hereto
as Exhibit 99.1. These non-GAAP financial measures are reported in addition to,
and not as a substitute for, or superior to, financial measures calculated in
accordance with GAAP.

ServiceNow encourages investors to carefully consider its results under GAAP, as
well as its supplemental non-GAAP information and the reconciliation between
these presentations, to more fully understand its business.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)



On July 28, 2020, after over nine years at ServiceNow, David Schneider notified
the Company of his decision to retire from the Company at the end of 2020, and
to serve as President, Emeritus until his retirement, acting as an advisor to
the Chief Executive Officer. Mr. Schneider will remain employed by the Company
but will resign from his position as the Company's President, Global Customer
Operations, effective July 29, 2020.

Additionally, on July 28, 2020, Kevin Haverty was named Chief Revenue Officer,
effective July 29, 2020. Mr. Haverty has been with ServiceNow for nine years,
most recently as EVP, Worldwide Sales.

For additional information, see the press release attached as Exhibit 99.2 to
this Current Report on Form 8-K. The information in the press release attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing of ServiceNow under the
Securities Act or the Exchange Act. whether made before or after the date hereof
and irrespective of any general incorporation language in any filings.

(e)


As described in further detail in the Company's proxy statement for its 2020
annual meeting of shareholders, the Company's executive compensation program is
designed to retain, motivate, attract and manage turnover of executives of
outstanding ability and potential on our path to $10 billion in revenue and
beyond; demand and reward the achievement of key performance measures; reinforce
our values, which serve to motivate our leaders to deliver the highest level of
company, team and individual performance; discourage excessive risk taking; and
ensure that executive compensation is meaningfully related to the creation of
long-term shareholder value. The performance-based cash incentive ("Cash
Incentive") and PRSU targets and metrics for the 2020 executive compensation
program, which were approved in January of 2020, prior to the COVID-19 pandemic,
are subject to a formal mid-year review by the Compensation Committee.

Consistent with these objectives, in its formal mid-year review of the 2020
executive compensation program, on July 28, 2020, the Compensation Committee and
the Board of Directors of the Company (the "Board") determined to lower the
annual internal targets for the Cash Incentive and PRSU awards in line with the
Company's adjusted internal annual financial plan. In making this determination,
the Compensation Committee and the Board carefully and extensively considered
various factors, including the significant changes to the macroeconomic
landscape as impacted by the COVID-19 pandemic; our belief that, in this
context, companies are focusing their efforts on managing the crisis, and
protecting the health and wellbeing of all their stakeholders, including
employees, customers and shareholders; the need to ensure that we retain and
motivate our key employees; and that the modified targets remain aggressive
considering the current environment.

Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

99.1 Press release dated July 2 9 , 2020, announcing ServiceNow, Inc.'s


                    financial results for the three months ended     J

une 30 , 2020.

99.2 Press release dated July 29, 2020.


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