2015 12 08 inst ir deck

2. FORWARDING LOOKING STATEMENTS &
NON-GAAP MEASURES
This presentation and the accompanying oral commentary contain “forward-looking” statements that are based on our beliefs
and assumptions and on information currently available to us. Forward-looking statements include information concerning our
possible or assumed future results of operations and financial performance, business strategies, potential growth opportunities
and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be
identified by terms such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might,”
approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause
our actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In evaluating these statements, you should specifically
consider various factors, including the risks outlined under the caption “Risk Factors” set forth in our final prospectus for our
initial public offering, which was filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2015, and is
available on the SEC’s website at www.sec.gov. Forward-looking statements represent our management’s beliefs and
assumptions only as of the date of this presentation. Except as required by law, we assume no obligation to update these
forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in
the forward-looking statements, even if new information becomes available in the future.
This presentation includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial
measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in
accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures
versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently
or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial
measures as tools for comparison. As required by Regulation G, we have provided a reconciliation of those measures to the
most directly comparable GAAP measures, which is available in the appendix.
2

3. SOFTWARE
PEOPLE SMARTER
that makes
3

4. PRODUCT OVERVIEW
4

5. 100% native cloud
70% visibility at 12/31/2013
>700 employees4
Headquartered in Salt Lake City
THE INSTRUCTURE STORY
High Growth Subscription Revenue
>1,600 customers4
Customers in 25 countries4
>10 million users1
Recurring (2014 ~86%)
Non-recurring (2014 ~14%)
+197%
+70%
$44.4M
20142013
$26.1M
2012
$8.8M
LTM1
$65.1M
5
Total Number of Customers2
100%
Deferred Revenue
Backlog $201M
$145M
$92M
$58M
$32M
$19M
$143M
$113M
$73M
20142013 Q3 2015
1Measured over the 12 months ended September 30, 2015. 2Measured as of month end, from January 2011 to September 2015. 3At 12/31/2013 the portion of backlog to be recognized in the
following year plus the short-term deferred revenue balance accounted for approximately 70% of 2014 revenue. 4As of September 30, 2015.
Backlog & Deferred Revenue Rapid Customer Adoption
for 2014 revenue4

6. CURRENT LEARNING NEEDS
ARE NOT BEING MET
• Limited Features
• Poor Uptime
• Expensive
• On Premise
• Lack of Data Solutions
• Poor Interface
• Limited Integration
• Unreliable
• Low Utilization
• Not Mobile
TECHNOLOGY EXPERIENCE
C:>
C:>
6

7. INDUSTRY FORCES ARE CHANGING
HOW PEOPLE WANT TO LEARN
Consumerized Collaborative
Mobile Engaging
7

8. OUR WINNING SOLUTION
Collaborative 99.9% Uptime
Guarantee
Data Driven
Customer
Support
Native Cloud Ease of Use
8

9. SUBSTANTIAL MARKET OPPORTUNITY
With Numerous Adjacencies
2015
2018
Learning Management
Performance Management
Workforce Management
Recruiting
Compensation Management
$7.8 Billion1
$6.4 Billion2
$4.1 Billion1
$5.1 Billion2
1 Learning Management System Market. Source: MarketsandMarkets, October 2013.
2 Represents market opportunity for Performance Management, Workforce Management, Recruiting and Compensation Management. Source: IDC, June 2015. These
additional markets may present opportunities for Instructure.
9

10. THE CENTER OF THE
LEARNING ECOSYSTEM
Institutions
Information Systems/AnalyticsContent Applications
LEARNING MANAGEMENT SYSTEMS
Instructors Learners
12

11. OUR EXTENSIBLE PLATFORM
Education Corporate
White-label Course CatalogMOOCAnalytics
+
Highly Extensible
Designed to Scale
Open Modern Architecture
INSTRUCTURE CLOUD-BASED PLATFORM
11

12. OVER 1,600 CUSTOMERS
ACROSS CATEGORIES
HigherEdK–12InternationalCorporate
City University
of Hong Kong
Used by 7
Ivy League
Schools
Used by K-12
Schools in
48 States
Serving
25
Countries
Used by
Businesses
and Academia
TRINITY
GRAMMAR SCHOOL
1As of September 30, 2015.
12

13. ONE CUSTOMER = MANY USERS
84 Schools in the District
9,200 Faculty and Staff Users in the District
68,000 Student Users in the District
{ 1 CUSTOMER }
13

14. CUSTOMER CASE STUDIES
Customer since 2014
Uses: Bridge
Developed 43 courses, enrolled ~1,600 employees
Needed: Centralized platform for training a
growing team
Clearlink found the following benefits:
• Easy to navigate
• Intuitive user experience
• Easy creation of programs and quizzes
• Efficient interaction with Instructure team
• Significant cost savings
• Efficiency and sales number improvements
Customer since 2012
Uses: Canvas, Canvas Data
12 colleges serving 61,000 students
38% of credit hours delivered online
Needed: An extensible system to distribute
online learning
UCF found the following benefits:
• A customized platform
• Expanded capacity with custom integrations
• Continual updates
• High usage and user adoption
14

15. OUR USER’S EXPERIENCE
15

16. OUR GROWTH STRATEGY
Grow US
Customer Base
Expand with
Existing Customers
New OfferingsInternational
Expansion
16

17. INSIDE INSTRUCTURE
POWERFUL MISSION OPEN CULTURE CUTTING EDGE TECH
17
CUSTOMER CONFERENCE

18. INNOVATIVE MANAGEMENT
Josh Coates
EMC Corp • Mozy.com • Scale Eight
CEO
Steve Kaminsky
Radisphere • TriZetto • Ernst & Young •
McDonald’s Corporation
CFO
SVP People and Places
Jeff Weber
Ancestry • The Russell Group •
Shell Oil Company
FamilySearch • Microsoft
David Burggraaf
SVP Engineering
Vmware • InfoTrax Systems • GE
Mitch Macfarlane
SVP Customer Experience
Marc Maloy
HireRight • Certico
EVP Worldwide Sales
Misty Frost
Datamark • Critical Mass •
Sumus Interactive• Dahlin Smith White
SVP Marketing
18
Matt Kaminer
Collective • Epocrates •
MediMedia USA • WebMD
SVP General Counsel and Secretary
Giorgio Vanzini
SVP Product
DirecTV • Microsoft • What You Want
Computer Resource International • DEC

19. FINANCIAL HIGHLIGHTS
Solid Revenue Growth
Net Revenue Retention Greater than 100%1100%
Investing for Continued Growth
Attractive Long Range Model
Strong Unit Economics$
Enhanced Visibility Through Multi-Year Contracts
1 Net revenue retention rate is calculated by dividing the total revenue obtained from a particular customer in a given month by the total revenue from that customer
from the same month in the immediately preceding year.
19

20. Non-GAAP Operating Loss as a
% of Revenue2Revenue Growth
REVENUE & PROFITABILITY HISTORY
2012 – Q3 2015
1Non-GAAP gross margin is before stock-based compensation and payroll tax expense on secondary stock purchase transactions.
2Operating loss before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles
3Last twelve months (LTM) includes October 1, 2014 through September 30, 2015.
Non-GAAP Gross Margin1
LTM32014201320122012 2014 LTM32013
$(16)M
$(18)M $(29)M
+70%
$44.4M
LTM32012 2014
+197%
$8.8M
$65.1M
2013
$26.1M
$(41)M
20
19%
59%
67% 67%
(68)%
(186)%
(66)%
(62)%
Recurring (2014 ~86%)
Non-recurring (2014 ~14%)

21. Non-GAAP General and
Administration1
(% of Revenue)
Non-GAAP Sales and Marketing1
(% of Revenue)
INVESTING FOR GROWTH
1Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles.
2Last twelve months (LTM) includes October 1, 2014 through September 30, 2015.
Non-GAAP Research and
Development1
(% of Revenue)
LTM22013 20142012LTM2201420132012201420132012 LTM2
21
130%
72% 73%
48%
36%
38%
27%
33% 19%
23% 23%
72%

22. FREE CASH FLOW
Non-GAAP Gross Margin2 %
2014 – Q3 2015
1Free cash flow is a Non-GAAP measure and is derived by netting operating cash flow with capital expenditures and proceeds from disposal of property and equipment.
$(8.3)M $(7.4)M
$(14.5)M $(14.8)M $(15.0)M
$20M
$10M
$0M
-$10M
-$20M
$7.5M
Q2-14Q1-14 Q3-14 Q3-15
$18.4M
Q2-15
Q1-15
Q4-14
Free Cash Flow1
+145%
22

23. ENHANCED VISIBILITY INTO
FUTURE PERIODS
2013 – Q3 2015
Backlog1Deferred Revenue
9/30/2015
$143M
12/31/2014
$113M
$73M
12/31/201312/31/2013 9/30/2015
$32M
12/31/2014
$58M
$19M
1Backlog represents future non-cancellable amounts to be invoiced under our agreements.
23

24. BUSINESS MODELCumulativeContribution
24
Lifetime
Customer
Acquisition
Costs
Breakeven
Customer
Lifetime Value
ACQUIRE RETAIN RENEW

25. • Contribution Margin: gross margin less sales, direct marketing, and account management
• Allocation Methodologies:
o Subscription cost allocation based on usage
o Customer support cost allocation based on service tickets
o Sales and direct marketing cost allocated to current period (2015) except commissions related to
upsells for prior cohorts
o Account management cost allocation based on customer count
CUSTOMER COHORT ANALYSIS
2015 Contribution Margin by customer cohort; based on Q1 – Q3 2015 revenue and expenses
CM %
20152014201320122011
Customer
Start Date
25
57% 65% 65%
53%
(182)%

26. LONG-RANGE MODEL
Revenue 100% 100% 100% 100%
Cost of
Revenue2 41% 33% 33% ~25%
Non-GAAP
Gross Margin
59% 67% 67% ~75%
S&M3 72% 72% 73% 26-28%
R&D3 36% 38% 33% 15-17%
G&A3 19% 23% 23% 9-10%
Non-GAAP
Operating
Income/Loss
(68)% (66)% (62)% 20-25%
2013 2014 LTM1 Target
1Last twelve months (LTM) includes October 1, 2014 through September 30, 2015.
2Non-GAAP cost of revenue is before stock-based compensation and payroll tax expense on secondary stock purchase transactions
3Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles.
26

27. INVESTMENT HIGHLIGHTS
Market Ripe for Disruption
Rapid and Widespread Customer Adoption
Substantial Market Opportunity
Native, Cloud-Based Platform
Focused on User-Experience and Simplicity
Solid Revenue Growth
Enhanced Visibility Through Multi-Year Contracts
27

28. APPENDIX

29. 29
(in thousands)
Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15
Revenue $8,610 $9,566 $12,440 $13,736 $14,625 $15,877 $20,895
YoY% 76% 69% 71% 67% 70% 66% 68%
Cost of Sales $2,933 $3,249 $4,081 $4,523 $4,863 $5,464 $6,700
Gross Profit $5,677 $6,317 $8,359 $9,213 $9,761 $10,413 $14,195
GM% 66% 66% 67% 67% 67% 66% 68%
S&M $6,189 $7,899 $8,072 $9,891 $10,899 $13,808 $12,826
% of Rev 72% 83% 65% 72% 75% 87% 61%
R&D $3,460 $4,189 $4,225 $4,786 $5,030 $5,356 $6,178
% of Rev 40% 44% 34% 35% 34% 34% 30%
G&A $1,740 $2,239 $2,584 $3,572 $3,260 $3,760 $4,278
% of Rev 20% 23% 21% 26% 22% 24% 20%
OPEX $11,389 $14,327 $14,881 $18,249 $19,189 $22,924 $23,282
% of Rev 132% 150% 120% 133% 131% 144% 111%
Operating Loss $(5,712) $(8,010) $(6,522) $(9,036) $(9,428) $(12,512) $(9,087)
% of Rev (66)% (84)% (52)% (66)% (64)% (79)% (43)%
Net Operating Loss1 $(5,718) $(8,019) $(6,568) $(9,175) $(9,566) $(12,534) $(9,187)
% of Rev (66)% (84)% (53)% (66)% (65)% (79)% (44)%
NON GAAP INCOME STATEMENT
1Non GAAP Net Operating Loss excludes change in fair value warrant liability.

30. GAAP INCOME STATEMENT
(in thousands)
Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3'15
Revenue $8,610 $9,566 $12,440 $13,736 $14,625 $15,877 $20,894
YoY% 70% 66% 68%
Cost of Sales $2,941 $3,263 $4,106 $4,803 $4,911 $5,532 $6,794
Gross Profit $5,669 $6,303 $8,334 $8,933 $9,714 $10,345 $14,100
GM% 66% 66% 67% 65% 66% 65% 67%
S&M $6,231 $7,960 $8,144 $13,055 $11,081 $14,050 $13,172
% of Rev 72% 83% 65% 95% 76% 88% 63%
R&D $3,506 $4,306 $4,372 $9,106 $5,271 $5,645 $6,525
% of Rev 41% 45% 35% 66% 36% 36% 31%
G&A $1,823 $2,360 $2,707 $4,378 $10,046 $3,923 $4,506
% of Rev 21% 25% 22% 32% 69% 25% 22%
OPEX $11,560 $14,626 $15,223 $26,539 $26,398 $23,618 $24,203
% of Rev 134% 153% 122% 193% 180% 149% 116%
Loss From Operations $(5,891) $(8,323) $(6,889) $(17,606) $(16,684) $(13,273) $(10,103)
% of Rev (68)% (87)% (55)% (128)% (114)% (84)% (48)%
Change in fair value of warrant
liability $(670) $(721) $(828) $(299) $(488) $(39) $(9)
Other Income/Expense $(6) $(9) $(39) $(89) $(138) $(8) $(74)
Loss before provision for income
taxes $(6,567) $(9,053) $(7,756) $(17,994) $(17,310) $(13,320) $(10,186)
Income tax expense $0 $0 $(7) $(50) $0 $(14) $(26)
Net Income $(6,567) $(9,053) $(7,763) $(18,044) $(17,310) $(13,334) $(10,212)
% of Rev (76)% (95)% (62%) (131)% (118)% (84)% (49)%
30

31. GAAP TO NON-GAAP RECONCILIATION
(in thousands)
2012 2013 2014 LTM1
GAAP Operating Loss $(18,341) $(21,830) $(38,709) $(57,666)
Amortization of Acquisition Related Intangibles
Cost of Sales $- $- $- $-
S&M - - - -
R&D - - 6 9
G&A - - - -
Total Amortization of Acquisition Related
Intangibles $- $- $6 $9
Stock Compensation Expense
Cost of Sales $12 $36 $297 $458
S&M 473 1,597 2,877 3,471
R&D 442 1,585 3,971 4,535
G&A 910 374 1,053 6,577
Total Stock Compensation Expense $1,837 $3,592 $8,198 $15,041
Payroll Tax on Secondary Stock Purchase
Cost of Sales $- $- $30 $30
S&M 57 267 461 461
R&D 57 267 653 653
G&A 104 - 81 1,408
Total Payroll Tax on Secondary Stock Purchase $218 $534 $1,225 $2,552
Non-GAAP Operating Loss $(16,286) $(17,704) $(29,280) $(40,064)
31
1Last twelve months (LTM) includes October 1, 2014 through September 30, 2015.

32. GAAP TO NON-GAAP RECONCILIATION
(in thousands)
2012 2013 2014 LTM1
Revenue $8,774 $26,055 $44,352 $65,133
GAAP Gross Margin $1,680 $15,435 $29,239 $43,092
Amortization of Acquisition Related Intangibles - - -
Stock Compensation Expense 12 36 297 458
Payroll Tax on Secondary Stock Purchase - - 30 30
Non-GAAP Gross Margin $1,692 $15,471 $29,566 $43,581
Gross Margin % 19% 59% 67% 67%
GAAP Sales & Marketing $11,912 $20,702 $35,390 $51,358
Amortization of Acquisition Related Intangibles - - - -
Stock Compensation Expense 473 1,597 2,877 3,471
Payroll Tax on Secondary Stock Purchase 57 267 461 461
Non-GAAP Sales & Marketing $11,382 $18,838 $32,052 $47,426
Sales & Marketing % 130% 72% 72% 73%
GAAP Research & Development $4,698 $11,242 $21,290 $26,547
Amortization of Acquisition Related Intangibles - - 6 9
Stock Compensation Expense 442 1,585 3,971 4,535
Payroll Tax on Secondary Stock Purchase 57 267 653 653
Non-GAAP Research & Development $4,199 $9,390 $16,660 $21,350
Research & Development % 48% 36% 38% 33%
GAAP General & Administrative $3,411 $5,321 $11,268 $22,853
Amortization of Acquisition Related Intangibles - - - -
Stock Compensation Expense 910 374 1,053 6,577
Payroll Tax on Secondary Stock Purchase 104 - 81 1,408
Non-GAAP General & Administrative $2,397 $4,947 $10,134 $14,877
General & Administrative % 27% 19% 23% 23%
32
1Last twelve months (LTM) includes October 1, 2014 through September 30, 2015.

33. FREE CASH FLOW RECONCILIATION
(in thousands)
Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15 Q3’15
Net cash provided by (used in) operating
activities
$(8,073) $(6,479) $8,084 $(13,927) $(13,915) $(12,797) $19,676
Purchase of property and equipment (264) (964) (600) (612) (927) (2,212) (1,324)
Proceeds from disposal of property and
equipment
2 6 7 22 9 9 35
Free Cash Flow $(8,335) $(7,437) $7,491 $(14,517) $(14,833) $(15,000) $18,387
33