ServiceNow announces the issuance of senior notes

Santa Clara, California-((Business line) -ServiceNow, Inc. (New York Stock Exchange: NOW) (hereinafter referred to as “ServiceNow”) today announced that it will issue senior notes (hereinafter referred to as “notes”) by way of public offering based on market conditions and other factors.

ServiceNow expects to use the net proceeds from the issuance of bonds (i) to repurchase up to $500 million in cash to repurchase outstanding 0% convertible senior notes due in 2022 (“2022 convertible notes”), and ( ii) Used for working capital and other general corporate purposes. Before applying the net income, ServiceNow hopes to invest the net income in short-term, interest-bearing instruments or other investment-grade securities.

Barclays Capital, Citigroup Global Markets, JPMorgan Chase Securities LLC, Goldman Sachs Securities, Morgan Stanley Securities, Royal Bank of Canada Capital Markets LLC and Wells Fargo Securities Co., Ltd. are all co-sponsors of the bank Bookkeeper. provide.

The issuance of the notes is based on our valid shelf registration statement on valid Form S-3 (including our basic prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) on May 4, 2018) and the submitted preliminary prospectus The supplement was carried out today in cooperation with the United States Securities and Exchange Commission (SEC). Before investing in Notes, you should read the prospectus in the registration statement, supplementary materials to the preliminary prospectus and other documents submitted by ServiceNow, or documents that ServiceNow can submit to the SEC to obtain more complete information about ServiceNow and this product . You can obtain these documents for free by visiting EDGAR on the SEC website. Alternatively, copies can be obtained from (888) 603-5847 (toll-free), Barclays Capital Corporation (800) 831-9146 (toll-free) and JP Morgan Securities LLC (212). 834-4533 (collection).

Regarding the repurchase of 2022 convertible bonds, ServiceNow hopes to repurchase holders of outstanding 2022 convertible bonds and has hedged the stock price risk of such bonds (“hedging holders”) and eliminated them by purchasing Its hedge position. ServiceNow common stock and/or various derivative transactions in connection with ServiceNow common stock. In addition, the counterparty to a bullish spread transaction between ServiceNow and the 2022 convertible note (” bullish spread transaction”) can conduct derivative transactions with the hedged holder as described above and can sell ServiceNow common stock. In connection with any liquidation or termination of repurchase transactions and any repurchase of convertible notes in 2022. The market activities of the hedged holders and such counterparties trading in such spreads may be related to the historical average daily trading volume of ServiceNow common stock, and may cause the price of ServiceNow common stock to rise or fall.

This press release does not constitute an offer to sell or a solicitation to purchase, and any state or jurisdiction that is illegal before registration or qualification is not allowed to sell this note. Under the securities laws of any such state or jurisdiction. Any offer or sale of the notes can only be supplemented by a prospectus related to the issuance of the notes and the accompanying prospectus.

Forward-looking statements

This press release contains “forward-looking statements” as defined by federal securities laws and regulations. These forward-looking statements are identified by using terms and phrases such as “believe”, “may”, “will”, “estimate”, “continue”, “anticipate”, “will”, “may”, and “should”. “, “intended”, “expected” and similar expressions that have nothing to do with history. These forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those expected at the time the forward-looking statements are made. These statements include our intentions. The intent of the issuance, our expected use of the proceeds, and whether to proceed or complete the repurchase of convertible notes in 2022. If we can perfect the issuance of notes, then the number of notes we sell will be restricted by customary closing conditions and will depend on the market This may be affected by factors such as the COVID-19 pandemic, the supply of investment grades, market debt and overall economic conditions. You can find other lists of risks, uncertainties and other matters in our documents submitted to the SEC And description, including the content listed in the section titled “Risk Factors” in our quarterly report on Form 10-Q for the quarter ended June 30. (2020), the initial offering of notes related to this communication Supplements to the prospectus and other documents that we submit to the SEC from time to time. Except as required by law, we do not assume any obligation, and we do not intend to update these forward-looking statements after this press release.

About ServiceNow

ServiceNow (NYSE: NOW) is creating the world of work and making people work better. Our cloud-based platform and solutions provide digital workflows that can create outstanding experiences and release productivity for employees and businesses.

©2020 ServiceNow, Inc. All rights reserved. ServiceNow, the ServiceNow logo, Now and other ServiceNow marks are trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company names, product names and logos may be the trademarks of the corresponding companies with which they are associated.