ServiceNow Files Registration Statement for Proposed Follow-on Offering

SAN DIEGO – October 31, 2012* ‑ ServiceNow, Inc. (NYSE: NOW), a leading provider of cloud‑based services to automate enterprise IT operations, today announced that it has filed a registration statement with the U.S. Securities and Exchange Commission (the "SEC") for a proposed public offering of shares of its common stock. ServiceNow and certain existing stockholders are proposing to sell shares in the offering, with ServiceNow to sell up to 1,650,000 of such shares. In addition, both the company and selling stockholders will grant the underwriters a 30‑day option to purchase additional shares. ServiceNow will not receive any proceeds from the sale of the shares by the selling stockholders. The selling stockholders will not include executive officers or employees.

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. will be acting as lead book‑running managers for the offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and UBS Securities LLC will be acting as joint book‑running managers for the offering. Pacific Crest Securities LLC and Wells Fargo Securities, LLC will be acting as co‑managers.

A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. 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.

The offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the offering may be obtained, when available, 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; 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; or from Deutsche Bank Securities Inc., Attention: Prospectus Department, 60 Wall Street, New York, NY 10005‑2836, or by calling (800) 503‑4611, or by emailing a request to

[* Editor's note: this press release was updated on November 2, 2012]