ServiceNow, Inc.
For the period ended May 21, 2026. Filed Apr 6, 2026.
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May 21, 2026 · Filed Apr 6, 2026
Contents
Appendix BB-1
Appendix B
Statement Regarding Use of Non-GAAP
Financial Measures
This Proxy Statement includes the following non-GAAP financial measures, which should be viewed as additions to, and
not substitutes for or superior to, financial measures calculated in accordance with GAAP.
Income from operations. Our non-GAAP presentation of income from operations measure excludes certain non-cash
or non-recurring items, including stock-based compensation expense, amortization of purchased intangibles, legal
settlements, impairment of assets, severance costs, contract termination costs, and business combination and other
related costs including compensation expense.
Free cash flow. Free cash flow is defined as net cash provided by operating activities plus cash outflows for legal
settlements and business combination and other related costs including compensation expense, reduced by purchases
of property and equipment.
Free cash flow margin. Free cash flow margin is calculated as free cash flow as a percentage of total revenues.
Our presentation of non‑GAAP financial measures may not be comparable to similar measures used by other companies.
We encourage shareholders to carefully consider our GAAP results, as well as our supplemental non‑GAAP information
and the reconciliation between these presentations, to more fully understand our business. Please see the table below for
the reconciliation of GAAP and non‑GAAP results.
GAAP to Non-GAAP Reconciliation (in millions)
| Year ended | Year ended | % Growth | |
|---|---|---|---|
| Income from Operations | December 31, 2025 | December 31, 2024 | Y/Y |
| GAAP income from operations | 1,824 | 1,364 | |
| Stock-based compensation | 1,955 | 1,746 | |
| Amortization of purchased intangibles | 120 | 94 | |
| Business combination and other related costs | 109 | 33 | |
| Impairment of assets | 30 | — | |
| Severance costs | 74 | — | |
| Legal settlements | — | 17 | |
| Contract termination costs | 37 | — | |
| Non-GAAP income from operations | 4,150 | 3,255 | 27% |
B-2
APPENDIX B
| Year ended | |
|---|---|
| Operating Margin | December 31, 2025 |
| GAAP operating margin | 13.5% |
| Stock-based compensation as % of total revenues | 14.5% |
| Amortization of purchased intangibles as % of total revenues | 1% |
| Business combination and other related costs as % of total revenues | 1% |
| Impairment of assets as % of total revenues | —% |
| Severance costs as % of total revenues | 0.5% |
| Legal settlements as % of total revenues | —% |
| Contract termination costs as % of total revenues | 0.5% |
| Non-GAAP operating margin | 31% |
| Year ended | Year ended | % Growth | |
|---|---|---|---|
| Free Cash Flow | December 31, 2025 | December 31, 2024 | Y/Y |
| GAAP net cash provided by operating activities | 5,444 | 4,267 | |
| Purchases of property and equipment | (868) | (852) | |
| Business combination and other related costs | 60 | 23 | |
| Cash paid for legal settlements | — | 17 | |
| Non-GAAP free cash flow | 4,636 | 3,455 | 34% |
| Year ended | |
|---|---|
| Free Cash Flow Margin | December 31, 2025 |
| GAAP net cash provided by operating activities as % of total revenues | 41% |
| Purchases of property and equipment as % of total revenues | (6.5)% |
| Business combination and other related costs as % of total revenues | 0.5% |
| Cash paid for legal settlements as % of total revenues | —% |
| Non-GAAP free cash flow margin | 35% |
Numbers rounded for presentation purposes and may not foot.
We believe information regarding the non-GAAP income from operations, non-GAAP operating margin, free cash flow and
free cash flow margin is useful to investors because it is an indicator of the strength and performance of our
business operations.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.