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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 24, 2024
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SERVICENOW, INC.
(Exact name of registrant as specified in its charter)
___________
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Delaware | | 001-35580 | | 20-2056195 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2225 Lawson Lane
Santa Clara, California 95054
(Address of Principal Executive Offices and Zip Code)
(408) 501-8550
(Registrant's telephone number, including area code)
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Not Applicable |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, par value $0.001 per share | | NOW | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 24, 2024, ServiceNow, Inc. (“ServiceNow” or the “Company”) issued a press release announcing financial results for the three months ended June 30, 2024.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information above, including Exhibit 99.1, 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 24, 2024, the Company and its President and Chief Operating Officer, Chirantan “CJ” Desai, came to a mutual agreement that Mr. Desai would resign from all positions with the Company, effective immediately.
As previously referenced in the Company’s Form 10-Q for the quarter ended March 31, 2024, through its internal processes, the Company received a complaint that raised potential compliance issues related to one of its government contracts. The Company initiated an internal investigation, with the assistance of outside legal counsel, into the validity of these claims that concern the hiring of the Chief Information Officer of the U.S. Army as the Company’s Head of Global Public Sector in March 2023. As a result of the investigation, the Company’s Board of Directors (the “Board”) determined that Mr. Desai and the hired individual violated Company policy regarding a possible conflict relating to such individual’s hiring. Mr. Desai has fully cooperated with the investigation and maintains that he did not intentionally violate Company policy. The other individual also has departed the Company. The Company has informed the Department of Justice, the Department of Defense Office of Inspector General and the Army Suspension and Debarment Office of the investigation and is continuing to cooperate with the Department of Justice, which has commenced its own investigation into these matters. The Company cannot predict the timing, outcome or possible impact of the investigation.
Separation Agreement with President and Chief Operating Officer
In connection with his mutually agreed resignation, Mr. Desai and the Company entered into a separation and release agreement (the “Separation Agreement”), dated as of July 24, 2024. The terms of the Separation Agreement are consistent with the terms of the Confirmatory Employment Letter Agreement between the Company and Mr. Desai, dated October 31, 2017, as amended by the Amendment to Employment Agreement, effective April 30, 2021. The Separation Agreement provides that Mr. Desai is eligible to receive, subject to required deductions and withholdings, (i) any earned but unpaid base salary; (ii) any unpaid earned bonus; (iii) other unpaid and then-vested amounts, including any amount payable under the specific terms of any agreements, plans or awards, except as otherwise specifically provided in the Separation Agreement; and (iv) reimbursement for all reasonable and necessary expenses incurred in connection with his performance of services on behalf of the Company in accordance with applicable Company policies and guidelines. In addition, subject to Mr. Desai providing an effective release of claims against the Company and his compliance with the restrictive covenants applicable to him and the obligations under the Separation Agreement, Mr. Desai will also receive: (i) a lump sum payment equal to 6 months of his base salary; (ii) a lump sum payment equal to 50% of his actual bonus for fiscal year 2024 based on: (x) actual achievement of Company performance objectives and (y) deemed 100% achievement of personal performance objectives, if any, less any quarterly payment previously paid, if any, and (iii) a payment of the COBRA premiums (or reimbursement of such premiums) for continued health coverage for Mr. Desai and his dependents for a period of 6 months. Mr. Desai will forfeit all unvested equity awards that had been previously granted to him.
The foregoing description of the terms and conditions of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Appointment of Interim Chief Product Officer
The Company has appointed Chris Bedi as Interim Chief Product Officer, effective immediately. Mr. Bedi has been at the Company for nearly a decade with roles including Chief Digital Information Officer and Chief Customer Officer.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits. | |
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| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SERVICENOW, INC. |
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| | | By: | /s/ Russell S. Elmer |
| | | | Russell S. Elmer
General Counsel |
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| Date: July 24, 2024 | | |
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ServiceNow www.servicenow.com |
2225 Lawson Lane Santa Clara, CA 95054 |
Tel+1 (408) 501-8550 Fax+1 (408) 501 8550 |
July 24, 2024
Chirantan J. (“CJ”) Desai
Re: Mutual Separation and Release Agreement
Dear CJ:
As discussed, ServiceNow, Inc. (the “Company”) and you (collectively the “Parties”) have agreed you will resign from all positions at the Company (“you” or “Desai”). The Company hereby provides this Separation and Release Agreement (the “Agreement”). This Agreement includes various terms and conditions including a cooperation agreement, a release, Severance Pay (defined below) and termination of your employment agreement with the Company (i.e., the Confirmatory Employment Letter Agreement dated October 31, 2017 between the Parties, as amended by the Amendment to Employment Agreement, effective April 30, 2021 (the “Employment Agreement”)).
1.Separation Date. Your last day of work with the Company and your employment termination date will be Wednesday, July 24, 2024 (the “Separation Date”). The Company will pay you all accrued wages to include any earned but unpaid base salary and any earned but unpaid bonus through the Separation Date, subject to required deductions and withholdings. You will also be eligible to receive all other vested but unpaid amounts, including any amount payable under the specific terms of any agreements, plans, or awards, unless otherwise specifically provided in this Agreement, subject to required deductions and withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement.
2.Severance Benefits. If, on or within twenty-one (21) days of your receipt of this Agreement, you sign it and allow the releases contained herein to become effective, and comply with the restrictive covenants applicable to you and the obligations stated in this Agreement; then the Company will provide you with the following severance benefits:
(a)Severance Pay. The Company will pay you Five Hundred and Twenty-Five Thousand dollars ($525,000.00), which is the equivalent of: (i) six (6) months base salary [using an annual salary rate of $1,050,000 per year] (“Base Severance Pay”); plus (ii) fifty percent of your actual bonus for fiscal year 2024 based on: (x) actual achievement of Company performance objectives and (y) deemed 100% achievement of any personal performance objectives, less any quarterly payment previously paid, if any, and paid when annual bonuses are otherwise paid to active employees, but no later than March 15, 2025 (“Bonus Severance Pay”). Both the Base Severance Pay and the Bonus Severance Pay (collectively, the “Severance Pay”) will be subject to required deductions and withholdings. Your Base Severance Pay will be paid in a lump sum on the first regular payday no earlier than one week after you sign and return this Agreement to the Company and after your Separation Date has passed, provided you have not revoked your acceptance of the Agreement pursuant to Section 12(c) of this Agreement.
(b)Health Care Continuation Coverage.
(i)COBRA. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense. Later, you may be able to convert to an individual policy through the provider of the Company’s health insurance, if you wish.
(ii)COBRA Premiums. If you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your existing coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) for six (6) months (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (i) January 31, 2025; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company in writing of such event.
(iii)Special Cash Payments in Lieu of COBRA Premiums. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall pay to you, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for you and your eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to required deductions and withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. You may, but are not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. To the extent that the Company elects to make a Special Cash Payment, then on the thirtieth (30th) day following your Separation from Service, the Company will make the first payment to you under this paragraph, in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to you through such date had the Special Cash Payment commenced on the first day of the first month following the Separation from Service through such thirtieth (30th) day, with the balance of the Special Cash Payment paid thereafter on the schedule described above.
3.Equity. You were granted an option(s) (the “Option”) to purchase shares of the Company’s common stock (the “Common Stock”), pursuant to the Company’s 2012 and/or 2021 Equity Incentive Plan (collectively, the “Plan”) and the Company’s standard form of stock option agreement (the “Option Agreement”). Under the terms of the Plan and the Option Agreement, your Option will cease to vest, and all unvested shares of Common Stock subject to the Option will be cancelled, in each case as of the Separation Date. Your right to exercise the Option with respect to any shares of Common Stock that have vested as of the Separation Date (the “Remaining Option”) will be as set forth in the Plan and the Option Agreement. If you do not exercise your Remaining Option in accordance with the terms of the Plan and the Option Agreement within ninety (90) calendar days after the Separation Date (or such shorter period provided in the Plan), the Remaining Option will expire unexercised.
You were granted restricted stock units (“RSUs”), pursuant to the Plan and the Company’s standard form of RSU agreement (the “RSU Agreement”). Under the terms of the Plan and the RSU
Agreement, your RSUs will cease to vest, and all shares of Common Stock underlying your RSUs shall be cancelled, in each case as of the Separation Date.
4.Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement and except for the tax support and protection as set forth in the Temporary Relocation Agreement dated July 25, 2023 (previously referenced in the Company’s Form 10-Q for the quarter ended September 30, 2023) as amended on April 1, 2024 (the “Relocation Agreement”), you will not receive any additional compensation, severance, or benefits (e.g., the housing allowance set forth in the Relocation Agreement) after the Separation Date. Pursuant to your obligations set forth in the Relocation Agreement, you agree to return the security deposit of Thirty-Two Thousand Dollars and Zero Cents ($32,000) (“the Security Deposit”) in full to the Company once you vacate the property. If you would like the Security Deposit deducted from the Severance Pay, you must provide written notice further to the notice provision below requesting same in advance of the Company’s payment of the Severance Pay. Your eligibility for all relocation benefits set forth in the Relocation Agreement will cease as of your Separation Date.
The Company recognizes its indemnity obligations to you under California Labor Code Section 2802 (“Section 2802”) and confirms that such obligations include paying you for all reasonable and necessary business expenditures or losses incurred by you pursuant to Section 2802 including, but not limited to, attorney’s fees and costs.
5.Expense Reimbursements. You agree that, within ten (10) calendar days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all reasonable and necessary business expenses you incurred in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its regular business practice.
6.Return of Company Property. No later than five (5) business days after your Separation Date (the “Return Period”), you shall return to the Company, all Company documents (including documents of any subsidiary or affiliate of the Company) and other Company property in your possession, custody, or control (collectively, “Property”). Property should be construed broadly and includes any data, materials, or information owned by the Company (whether or not it is confidential or proprietary) as well as any information created, modified, or used in any way in connection with your employment by the Company. Property includes Company data stored on your personal electronic equipment or systems (e.g., any personally owned computer, phone, server, e-mail system) as well as in your personal accounts (e.g., personal email accounts, messaging services, storage services).
You agree that you will make a diligent search to locate any such Property within the Return Period. Should you find any information that is electronically stored (e.g., documents, emails, text messages, spreadsheets), you must preserve that Property and advise the Company immediately so we can safeguard and collect such Property from you. In order to allow the Company to collect and protect its Property, you agree to retain a forensic expert jointly selected by you and the Company to preserve copies of system(s), device(s), and account(s) wherever such Property is located, so that such Company Property can be identified and exported, via a mutually agreed upon protocol that is sufficient to identify and export all Company property. Such expert shall be promptly selected by the Parties following the execution of this Agreement. You agree that a complete forensic copy of any system(s), device(s), and/or account(s) where any Company Property is identified shall be created
promptly following the execution of this Agreement and shall be preserved by your legal counsel until the Company directs you, in writing, that such copies may be deleted. As you know, there is a pending investigation and you have an ongoing obligation to preserve all relevant materials related to this matter on any of your devices, whether business or personal. Your timely compliance with the provisions of this paragraph is a precondition to your receipt of the severance benefits provided hereunder.
To the extent that you identify any other Property in your possession, custody, or control after the Return Period, you agree to promptly notify the Company and cooperate in the preservation and return of that Property to the Company, including granting the forensic expert selected by the Parties prompt access to your system(s), device(s) and/or account(s) so we can safeguard and collect such newly identified Property.
7.Proprietary Information Obligations. You acknowledge your continuing obligations, both during and after your employment, under your At Will Employment, Confidential Information and Invention Assignment Agreement (“CIIAA”), including your obligations not to use or disclose any confidential or proprietary information of the Company.
8.No Voluntary Adverse Action. You agree that you will not voluntarily (except in response to legal compulsion) assist any non-Government entity in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim, or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees, or agents.
9.Cooperation. You agree to cooperate fully with the Company in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or in connection with other matters arising from events, acts, or failures to act that occurred (or are alleged to have occurred) during the period of your employment by the Company. Such cooperation includes, so long as consistent with your Constitutional rights, making yourself available to the Company upon reasonable notice, without requiring a subpoena, to provide complete, truthful, and accurate information in witness interviews, depositions, and trial testimony. The Company will reimburse you for reasonable out-of-pocket expenses you incur in connection with any such cooperation (excluding foregone wages) and will make reasonable efforts to accommodate your scheduling needs.
10.You represent that you are not aware of any action or failure to act that gives rise to any claim against the Company, except for that matter previously described in the Company’s Form 10-Q for the quarter ending March 31, 2024 at page 17 (i.e., a complaint that raised potential compliance issues during the procurement process related to one of its government contracts).
11.No Admissions. You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.
12.Release of Claims By Desai.
(a)General Release. In exchange for the consideration provided to you under this Agreement, you hereby generally and completely release the Company, and its affiliated, related, parent, and subsidiary entities, and its and their current and former directors, officers,
employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (collectively, the “Released Parties”) from any and all claims, liabilities, and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date you sign this Agreement (collectively, the “Released Claims”).
(b)Scope of Release. To the maximum extent permitted by law, the Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to your employment with the Company, or the termination of that employment as well as claims under your Employment Agreement or your Relocation Agreement; (ii) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach of contract, promissory estoppel, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the Equal Pay Act of 1963, the state and federal Worker Adjustment and Retraining Notification Acts, Section 1981 of the Civil Rights Act of 1866, the Family and Medical Leave Act, the Fair Labor Standards Act, the California Labor Code (as amended), the California Equal Pay Act, the California Fair Employment and Housing Act (as amended), the California Family Rights Act, the California Private Attorneys General Act (“PAGA”), California Business and Professions Code Section 17200 et seq., the New York State Human Rights Act (N.Y. Exec. Law §§ 290 et seq.), the Minimum Wage Act (N.Y. Lab. Law § 650 et seq.), the New York City Human Rights Law (N.Y.C. Admin. Code. §§ 8-101-8-703), the New York State Labor Law (N.Y. Lab. Law § 215 et seq.), the New York Paid Family Leave Law (N.Y. Workers’ Comp. Law § 200 et seq.), the discrimination or retaliation provisions of the New York State Workers’ Compensation Law, the New York Equal Pay Law (N.Y. Lab. Law § 194), Wage Theft Prevention Act (N.Y. Lab. Law § 195), New York Paid Sick Leave Law (N.Y. Lab. Law § 196-b), Article 23-A of the New York State Corrections Law (N.Y. Correct. Law § 750 to 755 et seq.), the Fair Chance Act (N.Y.C. Admin. Code § 8-107(10) et seq.), Pregnant Workers Fairness Act (N.Y.C. Admin. Code § 8-107(22)), New York City Earned Safe and Sick Time Act (N.Y.C. Admin. Code §§ 20-911-20-924), and for any known and unknown claims under any other federal, California, New York, or local statute, act, rule, ordinance, or regulation. The identification of specific federal, state, and local statutes in this release is for purposes of example only, and the omission of any specific federal, state, or local statute or law or amendments thereto shall not limit the scope of this general release in any manner.
(c)ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (the “ADEA Waiver”), and that the consideration given for the ADEA Waiver is in addition to anything of value to which you are already entitled. You further acknowledge that you have been advised that: (i) your ADEA Waiver does not apply to any rights or claims that may arise after the date that you sign this Agreement; (ii) you should consult with an attorney prior to signing this Agreement (although you may choose voluntarily not to do so); (iii) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it earlier); (iv) you have seven (7) days following the date you sign this Agreement to revoke the ADEA Waiver (by providing written notice of your revocation to Russell Elmer, General Counsel); and (v) this Agreement will not be effective until the date upon which the
revocation period has expired, which will be the eighth day after the date that this Agreement is signed by you provided that you do not revoke it (the “Effective Date”).
(d)Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims: (i) any rights or claims for indemnification you may have pursuant to applicable law or any written indemnification agreement with the Company to which you are a party; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement (collectively, the “Excluded Claims”). Specific to the state of California and New York, the following claims are Excluded Claims and excluded from this release as a matter of law: claims under Cal. Labor Code § 206.5; Cal. Un. Ins. Code § 1342; Cal. Labor Code § 5000; California Labor Code §§ 2800-2810; the New York Unemployment Insurance Law and the non-discrimination and retaliation provisions of the New York State Workers’ Compensation Law. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to the maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.
13.Release by the Company. In exchange for this Agreement, the Company, on behalf of itself its affiliated, related, parent, and subsidiary entities, and its predecessors, successors, affiliates, and assigns, hereby generally and completely releases you from any and all claims, demands, causes of action, and liabilities of any kind (upon any legal or equitable theory, whether contractual, common law, statutory, federal, state, local, or otherwise, including any claims for fees, costs, or disbursements of any kind), whether known or unknown, which the Company now has, ever had, or hereafter may have, against you based on any act, omission, practice, conduct, event, or other matter occurring up to and including the Effective Date.
14.Section 1542 Waiver.
(a)BOTH PARTIES UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving the release herein and to the maximum extent permitted by law, which includes claims which may be unknown to you at present, each Party acknowledges that he/it has read and understands Section 1542 of the California Civil Code, which reads as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Each Party hereby expressly waives and relinquishes all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to their respective release of any unknown or unsuspected claims herein.
15.Representations. You hereby represent that you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which you have not already filed a claim.
You further represent that prior to the execution of this Agreement, (i) you have consulted an attorney about this Agreement, (ii) you have read this Agreement, understand all of its terms, and have reviewed (or have had the opportunity to review) this Agreement with your legal counsel, accounting and tax consultants and other advisors of your choosing and (iii) you are executing this Agreement voluntarily, without outside inducement or coercion.
16.Notices. Notices under this Agreement must be in writing. Notice will be deemed to have been given when personally delivered or two days after emailed. Mailed notices to you will be addressed to you at the home address which you have most recently communicated to the Company in writing. Notices to the Company will be addressed both to Russell Elmer, General Counsel and Jacqui Canney, CPO at the Company’s corporate headquarters (2225 Lawson Lane, Santa Clara, CA 95054). All notices to the Company shall be sent both via FedEx as well as via email to the following email addresses: russell.elmer@servicenow.com and jacqui.canney@servicenow.com.
17.Arbitration. Except to the extent prohibited by federal law, you will continue to be bound by and comply fully with your existing Arbitration Agreement (the “Arbitration Agreement”). You agree and acknowledge that any dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof is subject to the Parties’ Arbitration Agreement and that any such arbitration shall be conducted in Santa Clara County, California. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
18.General. This Agreement, including the CIIAA and Arbitration Agreement referenced above and incorporated herein by reference, constitutes the complete, final, and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties, or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors, and assigns of both you and the Company, and inure to the benefit of both you and the Company, and your and their heirs, successors, and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, that determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the Parties. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California.
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If this Agreement is acceptable to you, please sign below and return this Agreement to me within twenty-one (21) calendar days.
Sincerely,
ServiceNow, Inc.
By: /s/ Jacqui Canney
Jacqui Canney
Chief People Officer
Accepted and Agreed:
/s/ Chirantan J. (“CJ”) Desai
Chirantan J. (“CJ”) Desai
July 24, 2024
Date
ServiceNow Reports Second Quarter 2024 Financial Results
•ServiceNow exceeds guidance across all Q2 2024 topline growth and profitability metrics; raises 2024 subscription revenues and operating margin guidance
•Subscription revenues of $2,542 million in Q2 2024, representing 23% year-over-year growth, 23% in constant currency
•Total revenues of $2,627 million in Q2 2024, representing 22% year-over-year growth, 22.5% in constant currency
•Current remaining performance obligations of $8.78 billion as of Q2 2024, representing 22% year-over-year growth, 22.5% in constant currency
•Remaining performance obligations of $18.6 billion as of Q2 2024, representing 31% year-over-year growth, 31.5% in constant currency
•88 transactions over $1 million in net new ACV in Q2 2024, up 26% year-over-year
•Board of Directors shares update on leadership transition; CJ Desai, President and Chief Operating Officer, departs company; Chris Bedi announced as interim Chief Product Officer
SANTA CLARA, Calif. - July 24, 2024 - ServiceNow (NYSE: NOW), the AI platform for business transformation, today announced financial results for its second quarter ended June 30, 2024, with subscription revenues of $2,542 million in Q2 2024, representing 23% year-over-year growth and 23% in constant currency.
“ServiceNow’s elite-level execution is reflected in our continued outperformance across all topline growth and profitability metrics,” said ServiceNow Chairman and CEO Bill McDermott. “Our relevance as the AI platform for business transformation remains stronger than ever as CEOs are looking for new vectors of growth, simplification, and digitization. ServiceNow intends to reinvent every workflow, in every company, in every industry with GenAI at the core.”
As of June 30, 2024, current remaining performance obligations (“cRPO”), contract revenue that will be recognized as revenue in the next 12 months, was $8.78 billion, representing 22% year-over-year growth and 22.5% in constant currency. The company now has 1,988 total customers with more than $1 million in annual contract value (“ACV”), representing 15% year-over-year growth in customers.
“Q2 was another fantastic quarter with NNACV and GenAI contributions exceeding expectations,” said ServiceNow CFO Gina Mastantuono. “Our Knowledge event in May centered on 'Putting AI to Work for People' and received an incredible response from customers, generating more than $1 billion in pipeline. This robust pipeline, combined with our outperformance in the first half, gives us the visibility to raise our 2024 subscription revenue guidance and reinforces our confidence in achieving $15+ billion in 2026."
Recent Business Highlights
Innovation
•Generative AI is a generational secular tailwind. NNACV for Now Assist, ServiceNow’s GenAI experience, doubled quarter over quarter and significantly overachieved expectations, including 11 deals greater than $1 million in Q2.
•ServiceNow’s Knowledge event in May brought together over 20,000 customers and partners, and newly created pipeline after only 60 days was up over 50% year-over-year. During the event, ServiceNow introduced innovations designed to power AI-driven transformation for enterprises, including a new bring your own (BYO) GenAI model – which offers greater flexibility and choice to customers – and new cross-platform GenAI capabilities such as Now Assist for Strategic Portfolio Management, Now Assist for Government Community Cloud (GCC), Creator Studio, Manufacturing Commercial Operations, and Talent Development.
•Today ServiceNow launched its RaptorDB Lighthouse program, building on the powerful, new RaptorDB database offering announced in May, to help customers quickly ingest and analyze data at massive scale as they pursue new AI use cases. To further enhance the company’s GenAI-powered search and knowledge management capabilities, ServiceNow also today announced that it acquired Raytion, a Germany-based industry leader in information retrieval technology.
Partnerships
•Also at its Knowledge conference, ServiceNow expanded on its strategic AI partnerships. ServiceNow and Microsoft announced a Now Assist and Copilot integration for a seamless enterprise experience; ServiceNow and IBM introduced a Now Platform and IBM watsonx integration to help customers accelerate workflow productivity; and ServiceNow and Nvidia showcased together onstage the potential of AI avatars for employee and customer service. Additional technology partnerships announced include Genesys, Fujitsu, Equinix, and Infosys.
•Today ServiceNow and Boomi announced a strategic commitment to elevate customer experiences through AI-powered self-service, leveraging ServiceNow solutions. ServiceNow will also bring Boomi’s APIM solution to its customers to help deepen ServiceNow’s suite of intelligent automation solutions.
Global and Industry Expansion
•ServiceNow continues to invest in its global customer base and future growth, announcing plans for a UAE Cloud, hosted on Microsoft Azure, with targeted delivery in the first half of 2025, and a strategic investment in inMorphis, a global IT company and leading pure-play ServiceNow partner, to extend ServiceNow’s presence in India and the ASEAN region.
•ServiceNow furthered its industry leadership, making its first telecommunications-focused Ecosystem Ventures investment in leading industry services partner Prodapt to accelerate business transformation with AI-enabled solutions, go-to-market capabilities, and Now Platform skills expansion. Also in the space, ServiceNow and BT Group announced a multi-year agreement to transform the customer experience at BT Group, and recently, ServiceNow and Bell Canada announced an industry-first collaboration to expand Bell’s use of the Now Platform in its digital transformation to meet the growing demand for tech services and digital media.
Recognition
•As a testament to ServiceNow’s market outperformance, ServiceNow earned a spot on the Fortune 500 list1 for the second year in a row. The company was also named to the Kantar BrandZ Top 100 Most Valuable Global Brands list for 2024; Great Place to Work Best Workplaces in Technology GCC, Australia, and Ireland; Glassdoor’s Best-Led Companies 2024; and LinkedIn Top Companies in Australia, Ireland, and the Netherlands.
•ServiceNow announced during the quarter that it was named a Leader in The Forrester Wave™: Strategic Portfolio Management Tools, Q2 2024, and also that it was named a Leader in The Forrester Wave™: P&C Claims Management Systems, Q2 2024. Additionally, ServiceNow announced that it was named a Leader in the IDC MarketScape: Worldwide Multicloud and Hybrid Cloud Management with Automation, 2024 Vendor Assessment.
(1) ©2024 Fortune Media IP Limited All rights reserved. Used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse products or services of, ServiceNow.
Leadership Update
As previously referenced in the Company’s Form 10-Q for the quarter ended March 31, 2024, the Company received an internal complaint that raised a potential concern related to one of its employees.
The Company initiated an internal investigation, with assistance of outside legal counsel, into the validity of these claims. The Company also promptly informed and is continuing to cooperate with government entities.
As a result of the investigation, the Company’s Board of Directors determined Company policy was violated regarding the hiring of the former Chief Information Officer of the U.S. Army. As such, the hired individual, who led the company’s public sector thought leadership and business development efforts since March 2023, departed the company. In addition, the Company and CJ Desai, President and Chief Operating Officer, came to a mutual agreement that Desai would resign from all positions with the Company effective immediately. The company believes this was an isolated incident.
The Company has appointed ServiceNow veteran Chris Bedi, as interim Chief Product Officer, effective immediately. Bedi has been at ServiceNow for nearly a decade with roles including Chief Digital Information Officer and Chief Customer Officer.
Second Quarter 2024 GAAP and Non-GAAP Results:
The following table summarizes our financial results for the second quarter 2024:
| | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Second Quarter 2024 GAAP Results | | Second Quarter 2024 Non-GAAP Results(1) | |
| Amount
($ millions) | Year/Year
Growth (%) | | Amount ($ millions)(3) | Year/Year
Growth (%) | | |
| Subscription revenues | $2,542 | 23 | % | | $2,552 | 23 | % | | |
| Professional services and other revenues | $85 | 13 | % | | $85 | 13.5 | % | | |
| Total revenues | $2,627 | 22 | % | | $2,637 | 22.5 | % | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Amount
($ billions) | Year/Year
Growth (%) | | Amount
($ billions)(3) | Year/Year
Growth (%) | | |
| cRPO | $8.78 | 22 | % | | $8.84 | 22.5 | % | | |
| RPO | $18.6 | 31 | % | | $18.7 | 31.5 | % | | |
| | | | | | | |
| Amount
($ millions) | Margin (%) | | Amount ($ millions)(2) | Margin (%)(2) | | |
| Subscription gross profit | $2,073 | 82 | % | | $2,156 | 85 | % | | |
Professional services and other gross profit | $2 | 2 | % | | $14 | 16 | % | | |
| Total gross profit | $2,075 | 79 | % | | $2,170 | 83 | % | | |
| Income from operations | $240 | 9 | % | | $720 | 27 | % | | |
| Net cash provided by operating activities | $620 | 24 | % | | | | | |
| Free cash flow | | | | $359 | 14 | % | | |
| | | | | | | |
| Amount
($ millions) | Earnings per Basic/Diluted Share ($) | | Amount ($ millions)(2) | Earnings per Basic/Diluted Share ($)(2) | | |
| Net income | $262 | $1.27 / $1.26 | | $651 | $3.16 / $3.13 | | |
(1)We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures.
(2)Refer to the table entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of GAAP to non-GAAP measures.
(3)Non-GAAP subscription revenues and total revenues are adjusted for constant currency by excluding effects of foreign currency rate fluctuations and any gains or losses from foreign currency hedge contracts. Professional services and other revenues, cRPO, and RPO are adjusted only for constant currency. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures.
Note: Numbers rounded for presentation purposes and may not foot.
Financial Outlook
Our guidance includes GAAP and non-GAAP financial measures. The non-GAAP growth rates for subscription revenues are adjusted for constant currency by excluding effects of foreign currency rate fluctuations and any gains or losses from foreign currency hedge contracts, and cRPO are adjusted only for constant currency to provide better visibility into the underlying business trends. Since March 31, 2024, ServiceNow has seen a strengthening of the U.S. dollar resulting in an incremental foreign exchange (“FX”) headwind of $20 million to 2024 subscription revenues when compared to our previous guidance provided on April 24, 2024.
The following table summarizes our guidance for the third quarter 2024:
| | | | | | | | | | | | | | | | | | | |
| Third Quarter 2024 GAAP Guidance | | Third Quarter 2024 Non-GAAP Guidance(1) | | |
| Amount
($ millions)(3) | Year/Year Growth (%)(3) | | Constant Currency Year/Year Growth (%) | | | |
| Subscription revenues | $2,660 - $2,665 | 20% - 20.5% | | 20.5 | % | | | |
| | | | | | | |
cRPO | | 22.5 | % | | 22 | % | | | |
| | | | | | | |
| | | | | | | |
| | | | Margin (%)(2) | | | |
| Income from operations | | | | 29.5 | % | | | |
| | | | | | | |
| | Amount
(millions) | | | | | |
| Weighted-average shares used to compute diluted net income per share | | 209 | | | | | |
(1)We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures.
(2)Refer to the table entitled “Reconciliation of Non-GAAP Financial Guidance” for a reconciliation of GAAP to non-GAAP measures.
(3)Guidance for GAAP subscription revenues and GAAP subscription revenues and cRPO growth rates are based on the 30-day average of foreign exchange rates for June 2024 for entities reporting in currencies other than U.S. Dollars.
The following table summarizes our guidance for the full-year 2024:
| | | | | | | | | | | | | | | | |
| Full-Year 2024 GAAP Guidance | | Full-Year 2024 Non-GAAP Guidance(1) | | |
| Amount
($ millions)(3) | Year/Year Growth (%)(3) | | Constant Currency Year/Year Growth (%) | | |
| Subscription revenues | $10,575 - $10,585 | 22 | % | | 22 | % | | |
| | | | | | |
| | | | Margin (%)(2) | | |
| Subscription gross profit | | | | 84.5 | % | | |
| Income from operations | | | | 29.5 | % | | |
| Free cash flow | | | | 31 | % | | |
| | | | | | |
| | Amount
(millions) | | | | |
| Weighted-average shares used to compute diluted net income per share | | 208 | | | | | |
(1)We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures.
(2)Refer to the table entitled “Reconciliation of Non-GAAP Financial Guidance” for a reconciliation of GAAP to non-GAAP measures.
(3)GAAP subscription revenues and related growth rate for the future quarter included in our full-year 2024 guidance are based on the 30-day average of foreign exchange rates for June 2024 for entities reporting in currencies other than U.S. Dollars.
Note: Numbers are rounded for presentation purposes and may not foot.
Conference Call Details
The conference call will begin at 2 p.m. Pacific Time (“PT”) (21:00 GMT) on July 24, 2024. Interested parties may listen to the call by dialing (888) 330‑2455 (Passcode: 8135305), or if outside North America, by dialing (240) 789‑2717 (Passcode: 8135305). Individuals may access the live teleconference from this webcast.
https://events.q4inc.com/attendee/627663058
An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days. To hear the replay, interested parties may go to the investor relations section of the ServiceNow website or dial (800) 770‑2030 (Passcode: 8135305), or if outside North America, by dialing (609) 800‑9909 (Passcode: 8135305).
Investor Presentation Details
An investor presentation providing additional information, including forward-looking guidance, and analysis can be found at https://investors.servicenow.com.
Upcoming Investor Conferences
ServiceNow today announced that it will attend and have executives present at three upcoming investor conferences.
These include:
•ServiceNow Chief Financial Officer Gina Mastantuono will participate in a fireside chat at the Deutsche Bank 2024 Technology Conference on Thursday, August 29, 2024.
•ServiceNow Chief Financial Officer Gina Mastantuono will participate in a fireside chat at the Citi 2024 Global TMT Conference on Thursday, September 5, 2024.
•ServiceNow Chairman and Chief Executive Officer Bill McDermott will participate in a keynote presentation at the Goldman Sachs Communacopia and Technology Conference on Wednesday, September 11, 2024.
The live webcast will be accessible on the investor relations section of the ServiceNow website at https://investors.servicenow.com and archived on the ServiceNow site for a period of 30 days.
Statement Regarding Use of Non-GAAP Financial Measures
We use the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
•Revenues. We adjust revenues and related growth rates for constant currency to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations and any gains or losses from foreign currency hedge contracts that are reported in the current and comparative period. To exclude the effect of foreign currency rate fluctuations, current period results for entities reporting in currencies other than U.S. Dollars (“USD”) are converted into USD at the average exchange rates in effect during the comparison period (for Q2 2023, the average exchange rates in effect for our major currencies were 1 USD to 0.92 Euros and 1 USD to 0.80 British Pound Sterling (“GBP”)), rather than the actual average exchange rates in effect during the current period (for Q2 2024, the average exchange rates in effect for our major currencies were 1 USD to 0.93 Euros and 1 USD to 0.79 GBP). Guidance for related growth rates is derived by applying the average exchange rates in effect during the comparison period, rather than the exchange rates for the guidance period, adjusted for any foreign currency hedging effects. We believe the presentation of revenues and related growth rates adjusted for constant currency facilitates the comparison of revenues year-over-year.
•Remaining performance obligations and current remaining performance obligations. We adjust cRPO and remaining performance obligations (“RPO”) and related growth rates for constant currency to provide a framework for assessing how our business performed. To present this information, current period results for entities reporting in currencies other than USD are converted into USD at the exchange rates in effect at the end of the comparison period (for Q2 2023, the end of the period exchange rates in effect for our major currencies were 1 USD to 0.92 Euros and 1 USD to 0.79 GBP), rather than the actual end of the period exchange rates in effect during the current period (for Q2 2024, the end of the period exchange rates in effect for our major currencies were 1 USD to 0.93 Euros and 1 USD to 0.79 GBP). Guidance for the related growth rate is derived by applying the end of period exchange rates in effect during the comparison period rather than the exchange rates in effect during the guidance period. We believe the presentation of cRPO and RPO and related growth rates adjusted for constant currency facilitates the comparison of cRPO and RPO year-over-year, respectively.
•Gross profit, Income from operations, Net income and Net income per share - diluted. Our non-GAAP presentation of gross profit, income from operations, and net income measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of debt discount and issuance costs related to our convertible senior notes, loss on early note conversions, amortization of purchased intangibles, legal settlements, business combination and other related costs, income tax effects and adjustments, and the income tax benefit from the release of a valuation allowance on deferred tax assets. The non-GAAP weighted-average shares used to compute our non-GAAP net income per share - diluted excludes the dilutive effect of the in-the-money portion of convertible senior notes as they are covered by our note hedges, and includes the dilutive effect of time-based stock awards, the dilutive effect of warrants and the potentially dilutive effect of our stock awards with performance conditions not yet satisfied at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met. We believe these adjustments provide useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.
•Free cash flow. Free cash flow is defined as net cash provided by operating activities plus cash outflows for legal settlements, repayments of convertible senior notes attributable to debt discount and business combination and other related costs including compensation expense, reduced by purchases of property and equipment. Free cash flow margin is calculated as free cash flow as a percentage of total revenues. We believe information regarding free cash flow and free cash flow margin provides useful information to investors because it is an indicator of the strength and performance of our business operations.
Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP and non-GAAP results for gross profit, income from operations, net income, net income per share, and free cash flow.
Use of Forward-Looking Statements
This release contains “forward-looking statements” regarding our performance, including but not limited to statements in the section entitled “Financial Outlook.” Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.
Factors that may cause actual results to differ materially from those in any forward-looking statements include, among others, experiencing an actual or perceived cyber-security event or weakness; our ability to comply with evolving privacy laws, data transfer restrictions, and other foreign and domestic standards related to data and the Internet; errors, interruptions, delays or security breaches in or of our service or data centers; our ability to maintain and attract key employees and manage workplace culture; alleged violations of laws and regulations, including those relating to anti-bribery and anti-corruption and those relating to public sector contracting requirements; our ability to compete successfully against existing and new competitors; our ability to predict, prepare for and respond promptly to rapidly evolving technological, market and customer developments; our ability to grow our business, including converting remaining performance obligations into revenue, adding and retaining customers, selling additional subscriptions to existing customers, selling to larger enterprises, government and regulated organizations with complex sales cycles and certification processes, and entering new geographies and markets; our ability to develop and gain customer demand for and acceptance of existing, new and improved products and services; our ability to expand and maintain our partnerships and partner programs, including expected market opportunity from such relationships; global economic conditions; fluctuations in the value of foreign currencies relative to the U.S. Dollar; fluctuations in interest rates; our ability to consummate and realize the benefits of any strategic transactions or acquisitions; the impact of armed conflicts and bank failures on macroeconomic conditions; inflation; and fluctuations and volatility in our stock price.
Further information on these and other factors that could affect our financial results are included in our Form 10-K for the year ended December 31, 2023, and in other filings we make with the Securities and Exchange Commission from time to time.
We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.
About ServiceNow
ServiceNow (NYSE: NOW) is putting AI to work for people. We move with the pace of innovation to help customers transform organizations across every industry while upholding a trustworthy, human centered approach to deploying our products and services at scale. Our AI platform for business transformation connects people, processes, data, and devices to increase productivity and maximize business outcomes. For more information, visit: www.servicenow.com.
© 2024 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 trademarks of the respective companies with which they are associated.
Media Contact:
Johnna Hoff
(408) 250-8644
press@servicenow.com
Investor Contact:
Darren Yip
(925) 388-7205
ir@servicenow.com
ServiceNow, Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 |
| Revenues: | | | | | | | |
| Subscription | $ | 2,542 | | | $ | 2,075 | | | $ | 5,065 | | | $ | 4,099 | |
| Professional services and other | 85 | | | 75 | | | 165 | | | 147 | |
| Total revenues | 2,627 | | | 2,150 | | | 5,230 | | | 4,246 | |
Cost of revenues (1): | | | | | | | |
| Subscription | 469 | | | 389 | | | 910 | | | 743 | |
| Professional services and other | 83 | | | 82 | | | 162 | | | 166 | |
| Total cost of revenues | 552 | | | 471 | | | 1,072 | | | 909 | |
| Gross profit | 2,075 | | | 1,679 | | | 4,158 | | | 3,337 | |
Operating expenses (1): | | | | | | | |
| Sales and marketing | 960 | | | 832 | | | 1,883 | | | 1,655 | |
| Research and development | 643 | | | 521 | | | 1,249 | | | 1,013 | |
| General and administrative | 232 | | | 209 | | | 454 | | | 408 | |
| Total operating expenses | 1,835 | | | 1,562 | | | 3,586 | | | 3,076 | |
| Income from operations | 240 | | | 117 | | | 572 | | | 261 | |
| Interest income | 104 | | | 74 | | | 205 | | | 134 | |
| Other expense, net | (10) | | | (17) | | | (18) | | | (33) | |
| Income before income taxes | 334 | | | 174 | | | 759 | | | 362 | |
Provision for (benefit from) income taxes | 72 | | | (870) | | | 150 | | | (832) | |
| Net income | $ | 262 | | | $ | 1,044 | | | $ | 609 | | | $ | 1,194 | |
| Net income per share - basic | $ | 1.27 | | | $ | 5.12 | | | $ | 2.97 | | | $ | 5.86 | |
| Net income per share - diluted | $ | 1.26 | | | $ | 5.08 | | | $ | 2.93 | | | $ | 5.83 | |
| Weighted-average shares used to compute net income per share - basic | 206 | | | 204 | | | 205 | | | 204 | |
| Weighted-average shares used to compute net income per share - diluted | 208 | | | 205 | | | 208 | | | 205 | |
(1)Includes stock-based compensation as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 |
| Cost of revenues: | | | | | | | |
| Subscription | $ | 62 | | | $ | 50 | | | $ | 120 | | | $ | 96 | |
| Professional services and other | 12 | | | 15 | | | 24 | | | 29 | |
| Operating expenses: | | | | | | | |
| Sales and marketing | 141 | | | 120 | | | 275 | | | 246 | |
| Research and development | 170 | | | 145 | | | 329 | | | 280 | |
| General and administrative | 59 | | | 67 | | | 118 | | | 127 | |
ServiceNow, Inc.
Condensed Consolidated Balance Sheets
(in millions)
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (unaudited) | | |
| Assets | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 2,159 | | | $ | 1,897 | |
| Short-term investments | 3,254 | | | 2,980 | |
| Accounts receivable, net | 1,518 | | | 2,036 | |
| Current portion of deferred commissions | 482 | | | 461 | |
| Prepaid expenses and other current assets | 608 | | | 403 | |
| Total current assets | 8,021 | | | 7,777 | |
| Deferred commissions, less current portion | 928 | | | 919 | |
| Long-term investments | 3,472 | | | 3,203 | |
| Property and equipment, net | 1,606 | | | 1,358 | |
| Operating lease right-of-use assets | 675 | | | 715 | |
| Intangible assets, net | 220 | | | 224 | |
| Goodwill | 1,239 | | | 1,231 | |
| Deferred tax assets | 1,447 | | | 1,508 | |
| Other assets | 599 | | | 452 | |
| Total assets | $ | 18,207 | | | $ | 17,387 | |
| Liabilities and Stockholders’ Equity | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 296 | | | $ | 126 | |
| Accrued expenses and other current liabilities | 1,163 | | | 1,365 | |
| Current portion of deferred revenue | 5,615 | | | 5,785 | |
| Current portion of operating lease liabilities | 98 | | | 89 | |
| | | |
| | | |
| Total current liabilities | 7,172 | | | 7,365 | |
| Deferred revenue, less current portion | 85 | | | 81 | |
| Operating lease liabilities, less current portion | 669 | | | 707 | |
| Long-term debt, net | 1,488 | | | 1,488 | |
| Other long-term liabilities | 127 | | | 118 | |
| Stockholders’ equity | 8,666 | | | 7,628 | |
| Total liabilities and stockholders’ equity | $ | 18,207 | | | $ | 17,387 | |
ServiceNow, Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 |
| Cash flows from operating activities: | | | | | | | |
| Net income | $ | 262 | | | $ | 1,044 | | | $ | 609 | | | $ | 1,194 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
| Depreciation and amortization | 136 | | | 136 | | | 266 | | | 262 | |
| | | | | | | |
| Amortization of deferred commissions | 132 | | | 112 | | | 263 | | | 218 | |
| | | | | | | |
| Stock-based compensation | 444 | | | 397 | | | 866 | | | 778 | |
| Deferred income taxes | 24 | | | (911) | | | 52 | | | (904) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Other | (7) | | | (3) | | | (25) | | | (2) | |
| Changes in operating assets and liabilities, net of effect of business combinations: | | | | | | | |
| Accounts receivable | (216) | | | 16 | | | 499 | | | 635 | |
| Deferred commissions | (141) | | | (121) | | | (306) | | | (280) | |
| Prepaid expenses and other assets | (146) | | | (72) | | | (252) | | | (136) | |
| Accounts payable | 65 | | | (44) | | | 172 | | | (90) | |
| Deferred revenue | (82) | | | (129) | | | (92) | | | (89) | |
| Accrued expenses and other liabilities | 149 | | | 155 | | | (91) | | | (104) | |
| Net cash provided by operating activities | 620 | | | 580 | | | 1,961 | | | 1,482 | |
| Cash flows from investing activities: | | | | | | | |
| Purchases of property and equipment | (262) | | | (132) | | | (397) | | | (297) | |
Business combinations, net of cash acquired(1) | (31) | | | — | | | (41) | | | — | |
| Purchases of other intangibles | (9) | | | — | | | (30) | | | — | |
| Purchases of investments | (1,055) | | | (1,599) | | | (2,660) | | | (2,821) | |
| Purchases of non-marketable investments | (46) | | | (16) | | | (88) | | | (46) | |
| Sales and maturities of investments | 1,040 | | | 1,073 | | | 2,113 | | | 1,953 | |
| | | | | | | |
| Other | (8) | | | — | | | (2) | | | 13 | |
| Net cash used in investing activities | (371) | | | (674) | | | (1,105) | | | (1,198) | |
| Cash flows from financing activities: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Proceeds from employee stock plans | — | | | — | | | 131 | | | 117 | |
| Repurchases of common stock | — | | | — | | | (175) | | | — | |
| Taxes paid related to net share settlement of equity awards | (137) | | | (94) | | | (352) | | | (206) | |
Business combination (1) | — | | | — | | | (184) | | | — | |
| Net cash used in financing activities | (137) | | | (94) | | | (580) | | | (89) | |
| Foreign currency effect on cash, cash equivalents and restricted cash | (9) | | | (1) | | | (13) | | | — | |
| Net change in cash, cash equivalents and restricted cash | 103 | | | (189) | | | 263 | | | 195 | |
| Cash, cash equivalents and restricted cash at beginning of period | 2,064 | | | 1,859 | | | 1,904 | | | 1,475 | |
| Cash, cash equivalents and restricted cash at end of period | $ | 2,167 | | | $ | 1,670 | | | $ | 2,167 | | | $ | 1,670 | |
(1) The six-months period ended June 30, 2024 reflects a reclassification of $184 million from investing activities to financing activities related to the second
installment payment made in the acquisition of G2K Group GmbH during the three months ended March 31, 2024.
ServiceNow, Inc.
GAAP to Non-GAAP Reconciliation
(in millions, except per share data)
(unaudited)
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| Three Months Ended | | Six Months Ended | | |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 | | |
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| Gross profit: | | | | | | | | | |
| GAAP subscription gross profit | $ | 2,073 | | | $ | 1,686 | | | $ | 4,155 | | | $ | 3,356 | | | |
| Stock-based compensation | 62 | | | 50 | | | 120 | | | 96 | | | |
| Amortization of purchased intangibles | 21 | | | 19 | | | 42 | | | 37 | | | |
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| Non-GAAP subscription gross profit | $ | 2,156 | | | $ | 1,755 | | | $ | 4,317 | | | $ | 3,489 | | | |
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| GAAP professional services and other gross profit (loss) | $ | 2 | | | $ | (7) | | | $ | 3 | | | $ | (19) | | | |
| Stock-based compensation | 12 | | | 15 | | | 24 | | | 29 | | | |
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| Non-GAAP professional services and other gross profit | $ | 14 | | | $ | 8 | | | $ | 27 | | | $ | 10 | | | |
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| GAAP gross profit | $ | 2,075 | | | $ | 1,679 | | | $ | 4,158 | | | $ | 3,337 | | | |
| Stock-based compensation | 74 | | | 65 | | | 144 | | | 125 | | | |
| Amortization of purchased intangibles | 21 | | | 19 | | | 42 | | | 37 | | | |
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| Non-GAAP gross profit | $ | 2,170 | | | $ | 1,763 | | | $ | 4,344 | | | $ | 3,499 | | | |
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| Gross margin: | | | | | | | | | |
| GAAP subscription gross margin | 82 | % | | 81 | % | | 82 | % | | 82 | % | | |
| Stock-based compensation as % of subscription revenues | 2 | % | | 2 | % | | 2 | % | | 2 | % | | |
| Amortization of purchased intangibles as % of subscription revenues | 1 | % | | 1 | % | | 1 | % | | 1 | % | | |
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| Non-GAAP subscription gross margin | 85 | % | | 85 | % | | 85 | % | | 85 | % | | |
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| GAAP professional services and other gross margin | 2 | % | | (9 | %) | | 2 | % | | (13 | %) | | |
| Stock-based compensation as % of professional services and other revenues | 14 | % | | 20 | % | | 15 | % | | 20 | % | | |
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| Non-GAAP professional services and other gross margin | 16 | % | | 11 | % | | 16 | % | | 7 | % | | |
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| GAAP gross margin | 79 | % | | 78 | % | | 80 | % | | 79 | % | | |
| Stock-based compensation as % of total revenues | 3 | % | | 3 | % | | 3 | % | | 3 | % | | |
| Amortization of purchased intangibles as % of total revenues | 1 | % | | 1 | % | | 1 | % | | 1 | % | | |
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| Non-GAAP gross margin | 83 | % | | 82 | % | | 83 | % | | 82 | % | | |
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| Three Months Ended | | Six Months Ended | | |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 | | |
| Income from operations: | | | | | | | | | |
| GAAP income from operations | $ | 240 | | | $ | 117 | | | $ | 572 | | | $ | 261 | | | |
| Stock-based compensation | 444 | | | 397 | | | 866 | | | 778 | | | |
| Amortization of purchased intangibles | 24 | | | 22 | | | 48 | | | 42 | | | |
| Business combination and other related costs | 12 | | | 8 | | | 25 | | | 15 | | | |
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| Non-GAAP income from operations | $ | 720 | | | $ | 544 | | | $ | 1,511 | | | $ | 1,096 | | | |
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| Operating margin: | | | | | | | | | |
| GAAP operating margin | 9 | % | | 5 | % | | 11 | % | | 6 | % | | |
| Stock-based compensation as % of total revenues | 17 | % | | 18 | % | | 17 | % | | 18 | % | | |
| Amortization of purchased intangibles as % of total revenues | 1 | % | | 1 | % | | 1 | % | | 1 | % | | |
| Business combination and other related costs as % of total revenues | — | % | | — | % | | — | % | | — | % | | |
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| Non-GAAP operating margin | 27 | % | | 25 | % | | 29 | % | | 26 | % | | |
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| Net income: | | | | | | | | | |
| GAAP net income | $ | 262 | | | $ | 1,044 | | | $ | 609 | | | $ | 1,194 | | | |
| Stock-based compensation | 444 | | | 397 | | | 866 | | | 778 | | | |
| Amortization of purchased intangibles | 24 | | | 22 | | | 48 | | | 42 | | | |
| Business combination and other related costs | 12 | | | 8 | | | 25 | | | 15 | | | |
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Income tax effects and adjustments(1) | (91) | | | (75) | | | (190) | | | (150) | | | |
Discrete income tax benefit from the release of a valuation allowance on deferred tax assets(2) | — | | | (910) | | | — | | | (910) | | | |
| Non-GAAP net income | $ | 651 | | | $ | 486 | | | $ | 1,358 | | | $ | 969 | | | |
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| Net income per share - basic and diluted: | | | | | | | | | |
| GAAP net income per share - basic | $ | 1.27 | | | $ | 5.12 | | | $ | 2.97 | | | $ | 5.86 | | | |
| GAAP net income per share - diluted | $ | 1.26 | | | $ | 5.08 | | | $ | 2.93 | | | $ | 5.83 | | | |
| Non-GAAP net income per share - basic | $ | 3.16 | | | $ | 2.38 | | | $ | 6.61 | | | $ | 4.76 | | | |
| Non-GAAP net income per share - diluted | $ | 3.13 | | | $ | 2.37 | | | $ | 6.54 | | | $ | 4.73 | | | |
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| Weighted-average shares used to compute net income per share - basic | 206 | | | 204 | | | 205 | | | 204 | | | |
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Weighted-average shares used to compute net income per share - diluted | 208 | | | 205 | | | 208 | | | 205 | | | |
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| Free cash flow: | | | | | | | | | |
| GAAP net cash provided by operating activities | $ | 620 | | | $ | 580 | | | $ | 1,961 | | | $ | 1,482 | | | |
| Purchases of property and equipment | (262) | | | (132) | | | (397) | | | (297) | | | |
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| Business combination and other related costs | 1 | | | 3 | | | 20 | | | 3 | | | |
| Non-GAAP free cash flow | $ | 359 | | | $ | 451 | | | $ | 1,584 | | | $ | 1,188 | | | |
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| Three Months Ended | | Six Months Ended | | |
| June 30, 2024 | | June 30, 2023 | | June 30, 2024 | | June 30, 2023 | | |
| Free cash flow margin: | | | | | | | | | |
| GAAP net cash provided by operating activities as % of total revenues | 24 | % | | 27 | % | | 38 | % | | 35 | % | | |
| Purchases of property and equipment as % of total revenues | (10 | %) | | (6 | %) | | (8 | %) | | (7 | %) | | |
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| Business combination and other related costs as % of total revenues | — | % | | — | % | | — | % | | — | % | | |
| Non-GAAP free cash flow margin | 14 | % | | 21 | % | | 30 | % | | 28 | % | | |
(1)We use a non-GAAP effective tax rate for evaluating our operating results to provide consistency across reporting periods. Based on our long-term projections, we are using a non-GAAP tax rate of 20% and 19% for the three and six months ended June 30, 2024 and 2023, respectively. This non-GAAP tax rate could change for various reasons including significant changes in our geographic earnings mix or fundamental tax law changes in major jurisdictions in which we operate.
(2)GAAP net income for the three and six months ended June 30, 2023 was impacted by a $910 million release of a valuation allowance on our deferred tax assets as a discrete tax benefit and $55 million as part of the effective tax rate.
.
Note: Numbers are rounded for presentation purposes and may not foot.
ServiceNow, Inc.
Reconciliation of Non-GAAP Financial Guidance
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| Three Months Ending | | |
| September 30, 2024 | | | | |
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| GAAP operating margin | 12 | % | | | | |
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| Stock-based compensation expense as % of total revenues | 16 | % | | | | |
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| Amortization of purchased intangibles as % of total revenues | 1 | % | | | | |
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| Business combination and other related costs as % of total revenues | — | % | | | | |
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| Non-GAAP operating margin | 29.5 | % | | | | |
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| Twelve Months Ending | | |
| December 31, 2024 | | | | |
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| GAAP subscription gross margin | 81.5 | % | | | | |
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| Stock-based compensation expense as % of subscription revenues | 2 | % | | | | |
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| Amortization of purchased intangibles as % of subscription revenues | 1 | % | | | | |
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| Non-GAAP subscription margin | 84.5 | % | | | | |
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| GAAP operating margin | 12 | % | | | | |
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| Stock-based compensation expense as % of total revenues | 16 | % | | | | |
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| Amortization of purchased intangibles as % of total revenues | 1 | % | | | | |
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| Business combination and other related costs as % of total revenues | — | % | | | | |
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| Non-GAAP operating margin | 29.5 | % | | | | |
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| GAAP net cash provided by operating activities as % of total revenues | 39 | % | | | | |
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| Purchases of property and equipment as % of total revenues | (8 | %) | | | | |
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| Business combination and other related costs as % of total revenues | — | % | | | | |
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| Non-GAAP free cash flow margin | 31 | % | | | | |
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Note: Numbers are rounded for presentation purposes and may not foot.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
ServiceNow (NYSE:NOW)
過去 株価チャート
から 6 2024 まで 7 2024
ServiceNow (NYSE:NOW)
過去 株価チャート
から 7 2023 まで 7 2024
