Form 8-K ServiceNow, Inc. For: Jul 29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 29, 2015
______________
SERVICENOW, INC.
(Exact name of registrant as specified in its charter)
______________

Registrant’s telephone number, including area code: (408) 501-8550
(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):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2015, ServiceNow, Inc. (“ServiceNow”) issued a press release announcing ServiceNow’s financial results for the quarter ended June 30, 2015. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

The information in this report, including the exhibit 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. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of ServiceNow under the Securities Act of 1933, as amended, 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 9.01 Financial Statements and Exhibits.

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.

Date:  July 29, 2015

Exhibit List

4

Exhibit 99.1

ServiceNow Reports Financial Results for Second Quarter 2015

SANTA CLARA, Calif.--(BUSINESS WIRE)--July 29, 2015--ServiceNow® (NYSE: NOW), the enterprise cloud company, today announced the financial results for its second quarter 2015.

Second Quarter 2015 Results:

• Revenues of $246.7 million, an increase of 48% year-over-year and 59% in constant currency.
• GAAP net loss of $61.9 million, or a loss of $0.40 per basic and diluted share, compared to a GAAP net loss of $50.4 million, or a loss of $0.35 per basic and diluted share, in the second quarter of 2014.
• Non-GAAP net income of $7.3 million, or income of $0.05 per basic share and $0.04 per diluted share, compared to a non-GAAP net loss of $9.4 million, or a loss of $0.07 per basic and diluted share, in the second quarter of 2014.
• Calculated billings were $281.4 million, increasing 50% year-over-year and 62% in constant currency.
• Added 21 net new Global 2000 customers, bringing the total to 566.
• For a reconciliation of these GAAP and non-GAAP financial measures, please see the table entitled "Results of Operations GAAP to Non-GAAP Reconciliation” included at the end of this release.

“We had a strong second quarter on the heels of our Knowledge15 conference, with significant growth in our emerging product areas,” said Frank Slootman, president and chief executive officer, ServiceNow. “We also saw a 68% year-over-year increase in the total number of customers with annualized contract values in excess of $1 million, demonstrating that customers continue to expand their use of ServiceNow.”

“Our Global 2000 customers continued to grow their ServiceNow footprint with a 34% year-over-year increase in average annualized contract value,” said Michael Scarpelli, chief financial officer, ServiceNow. “In addition, both our billings and free cash flow from the quarter exceeded our expectations.”

Financial Outlook:

The financial guidance discussed below is on a non-GAAP basis, except for revenues, and excludes stock-based compensation expense, amortization of purchased intangibles, and acquisition related expenses. Please see the tables included at the end of this release for a reconciliation of these non-GAAP financial measures to the related GAAP financial measures. Negative numbers are shown in parentheses. For the third quarter of 2015, we expect:

• Total revenues between $252 and $257 million, representing year-over-year growth between 41% and 44%, and between 49% and 52% in constant currency. Our total third quarter revenue estimate consists of subscription revenues between $216 and $220 million and professional services and other revenues between $36 and $37 million.
• Billings between $280 and $285 million, representing year-over-year growth between 35% and 37%, and between 42% and 45% in constant currency.
• Subscription gross margin of approximately 80%, professional services and other gross margin of approximately 14%, and overall gross margin of approximately 71%.
• Operating margin of approximately 8%.
• Free cash flow of approximately $35 million.

For the full year 2015, we expect:

• Total revenues to be in the range of $985 million to $1 billion, representing year-over-year growth between 44% and 47%, and between 52% and 55% in constant currency. Our total annual revenue estimate consists of subscription revenues between $830 and $840 million and professional services and other revenues between $155 and $160 million.
• Billings of approximately $1.2 billion, representing year-over-year growth of approximately 41%, and approximately 49% in constant currency.

Updates Since Our Last Earnings Release:

• We hosted our Knowledge15 conference with nearly 9,000 registrations from a variety of service domains across the enterprise. At the show we introduced CreatorCon, our inaugural ServiceNow developer conference with nearly 1,500 professional developers registered and we hosted CIO Decisions15, an exclusive, invitation-only summit for CIOs.
• We launched the CreateNow Developer Program, devoted to the recruitment, education and growth of customer and partner developers who are creating their own enterprise applications and integrations on the ServiceNow platform.
• We opened the ServiceNow Store to provide partners with an enterprise application marketplace to sell and market their cloud-native enterprise business applications developed on the ServiceNow platform.
• We released the results of a new report, “Today’s State of Work: The Productivity Drain,” revealing that managers in corporate environments spend nearly two days a week on unnecessary day-to-day administrative tasks that are not core to their jobs.

Conference Call Details

The conference call will begin at 2 p.m. Pacific Time (21:00 GMT) on Wednesday, July 29, 2015. Interested parties may listen to the call by dialing 877.280.4953 (passcode: 66561394), or if outside North America, by dialing 857.244.7310 (passcode: 66561394). Individuals may access the live teleconference from the investor relations section of the ServiceNow website at http://investors.servicenow.com.

An audio replay of the conference call and webcast will be available three 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 888.286.8010 (passcode: 86323623), or if outside North America, by dialing 617.801.6888 (passcode: 86323623).

Statement regarding use of non-GAAP financial measures

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.

Our financial measures under GAAP include foreign currency impact, stock-based compensation expense, the amortization of debt discount and issuance costs related to the convertible senior notes, amortization of purchased intangibles and acquisition-related expenses, and the related income tax effect of these adjustments. We believe the presentation of operating results that exclude these items provides useful supplemental information to investors and facilitates the analysis of our core operating results and comparison of operating results across reporting periods. We also believe that this supplemental non-GAAP information is therefore useful to investors in analyzing and assessing our past and future operating performance.

Free cash flow, which is a non-GAAP financial measure, is calculated as GAAP net cash provided by operating activities reduced by purchases of property and equipment. We believe information regarding free cash flow provides investors with an important perspective on the cash available to invest in our business and fund ongoing operations. However, our calculation of free cash flow may not be comparable to similar measures used by other companies.

Billings is calculated as revenue plus the change in total deferred revenue as presented on the statement of cash flows. We believe billings offers investors useful supplemental information regarding the performance of our business, and will help investors better understand the sales volumes and performance of our business.

We present constant currency information to provide a framework for assessing how our underlying business performed excluding the effect of foreign currency rate fluctuations. To present this information, current period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at the exchange rates in effect during the prior period presented, rather than the actual exchange rates in effect during the current period.

The company 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. Please see the tables included at the end of this release for the reconciliation of GAAP and non-GAAP results.

Use of forward-looking statements

This release contains “forward-looking statements” regarding our performance, including 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.

Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are: (i) errors, interruptions, delays, or security breaches in or of our service or web hosting, (ii) our ability to grow at our expected rate of growth, including our ability to convert deferred revenue and backlog into revenue, add and retain customers, sell additional subscriptions to existing customers and enter new geographies and markets, (iii) our ability to continue to release, and gain customer acceptance of, improved versions of our services, (iv) our ability to develop and gain customer acceptance of new products and services, including our platform, and (v) our ability to compete successfully against existing and new competitors.

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, 2014 and in other filings we make with the Securities and Exchange Commission from time to time, including our Form 10-Q that will be filed for the quarter ended June 30, 2015.

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 is changing the way people work. With a service-orientation toward the activities, tasks and processes that make up day-to-day work life, we help the modern enterprise operate faster and be more scalable than ever before. Customers use our service model to define, structure and automate the flow of work, removing dependencies on email and spreadsheets to transform the delivery and management of services for the enterprise. ServiceNow enables service management for every department in the enterprise including IT, human resources, facilities, field service and more. We deliver a ‘lights-out, light-speed’ experience through our enterprise cloud – built to manage everything as a service. To find out how, visit www.servicenow.com.

ServiceNow, Knowledge and the ServiceNow logo are registered trademarks of ServiceNow. All other brand and product names are trademarks or registered trademarks of their respective holders.

CONTACT:
ServiceNow
Media Contacts:
Candice Garmoe, 408-450-7287
[email protected]
Colleen Haikes, 408-816-2592
[email protected]
Investor Contact:
[email protected]

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