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ServiceNow Announces Pricing of Follow-on Public Offering

ServiceNow, Inc. (NYSE: NOW), a leading provider of cloud-based services to automate enterprise IT operations, today announced the pricing of its follow-on public offering of 14,000,000 shares of its common stock at a price to the public of $28.00 per share. Of the 14,000,000 shares of ServiceNow common stock being offered, 1,650,000 shares are being offered by ServiceNow and 12,350,000 shares are being offered by selling stockholders. The underwriters have been granted a 30-day option to purchase up to 2,100,000 additional shares of common stock offered by ServiceNow and the selling stockholders, consisting of 247,500 shares offered by ServiceNow and 1,852,500 shares offered by selling stockholders. As part of the offering, the selling stockholders have entered into lock-up agreements that will extend the initial public offering lock-up period on their remaining shares until 90 days after this offering.

ServiceNow will not receive any proceeds from the sale of the shares by the selling stockholders. The primary purposes of the offering are to facilitate an orderly distribution of our shares by selling stockholders, increase the company's public float and increase the company's financial flexibility.

Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc., and Deutsche Bank Securities Inc. are acting as lead book-running managers for the offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and UBS Securities LLC are acting as joint book-running managers for the offering. Pacific Crest Securities LLC and Wells Fargo Securities, LLC are acting as co-managers.

A registration statement relating to these securities has been filed with, and declared effective on November 14, 2012 by, the Securities and Exchange Commission. The offering is being made only by means of a prospectus forming part of the registration statement. Copies of the final prospectus related to the offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by calling (866) 718-1649, or by emailing a request to prospectus@morganstanley.com; from Citigroup Global Markets, Inc., Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn, NY 11220, or by calling (800) 831-9146, or by emailing a request to batprospectusdept@citi.com; or from Deutsche Bank Securities Inc., Attention: Prospectus Department, Harborside Financial Center, 100 Plaza One, Jersey City, NJ 07311-3988, or by calling (800) 503-4611, or by emailing a request to prospectus.cpdg@db.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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