Csod investor deck q1 2018 final

1. As of May 8, 2018
Global Leader in
Cloud-Based Learning and HCM
NASDAQ: CSOD

2. This presentation includes forward-looking statements. These statements relate to, among other things, our future financial and operating performance, including our GAAP and non-GAAP guidance, the growth of the
learning and human capital management market, our business strategy, and our plans and objectives for future operations. In light of the risks and uncertainties outlined below, the future events and circumstances discussed
in this presentation may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. The Company has based these forward-looking statements largely on its
current expectations and projections about future events and financial trends affecting its business. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be
accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the date of this presentation and management’s good faith
belief as of such date with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Important factors that could cause such differences include, but are not limited to:
• Statements regarding the Company’s business strategies;
• The Company’s anticipated future operating results and operating expenses;
• The Company’s ability to attract new clients to enter into subscriptions for its solution;
• The Company’s ability to service those clients effectively and induce them to renew and upgrade their deployments of the Company’s solution;
• The Company’s ability to expand its sales organization to address effectively the new industries, geographies and types of organizations the company intends to target;
• The Company’s ability to accurately forecast revenue and appropriately plan its expenses; market acceptance of enhanced solutions, alternate ways of addressing learning and talent management needs or new
technologies generally by the Company and its competitors; continued acceptance of SaaS as an effective method for delivering learning and talent management solutions and other business management applications;
the attraction and retention of qualified employees and key personnel;
• The Company’s ability to protect and defend its intellectual property; costs associated with defending intellectual property infringement and other claims; events in the markets for the Company’s solution and
alternatives to the Company’s solution, as well as in the United States and global markets generally; future regulatory, judicial and legislative changes in the Company’s industry; changes in the competitive environment
in the Company’s industry and the markets in which the Company operates; and other factors discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”).
Forward-looking statements speak only as of the date of this presentation. You should not put undue reliance on any forward-looking statement. The Company assumes no obligation to update any forward-looking statements
to reflect actual results, changes in assumptions or changes in other factors affecting future performance or results, except to the extent required by applicable laws. If the Company updates one or more forward-looking
statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
In addition to U.S. GAAP financials, this presentation includes certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial
performance prepared in accordance with U.S. GAAP. Please see the discussion of these non-GAAP financial measures and their reconciliations to the most directly comparable U.S. GAAP measures at the end of this
presentation.
Safe Harbor
2

3. 3
Who We Are

4. 4
Global Leader in Cloud-Based Learning and HCM
Background
• Founded in 1999
• IPO on March 17, 2011
• NASDAQ: CSOD
• 1,800+ Employees
• 3,250+ Clients
• FY17 Revenue: $482 Million
Performance
• World’s #1 Talent Management Suite
• 36 Million Users
• Named by Gartner as the Magic Quadrant Leader in Talent
Management Suites for Four Consecutive Years
• Advanced Position to Core Challenger in the Fosway 9-Grid
for Cloud Human Capital Management (HCM)
Marquee Clients Around The Globe
Source: Gartner, Inc., “Magic Quadrant for Talent Management Suites” as of February 28, 2017.

5. 5
A Decade of Sustained Revenue Growth
$19.6
$29.3
$46.6
$75.5
$117.9
$185.1
$263.6
$339.7
$423.1
$482.0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Revenue Growth
(in millions)
IPO

6. 6
CLIENTS
3,250+
USERS
36M
COUNTRIES
192
LANGUAGES
43
OFFICES
17
Cornerstone Has Global Scale
Santa Monica
Sunnyvale
Sao Paulo
Madrid
Paris
London
Amsterdam
Stockholm
Dusseldorf
Munich
Tel Aviv
Bangalore
Mumbai
Tokyo
Sydney
Auckland
Note: User and client count figures exclude PiiQ and Cornerstone for Salesforce.As of March 31, 2018
Hong Kong

7. 7
Marquee Clients Around the World
APJUS & LATAM EMEA
7

8. Magic Quadrant for Talent
Management Suites
Source: Gartner (February 2017)
NICHE PLAYERS VISIONARIES
CHALLENGERS LEADERS
COMPLETENESS OF VISION
ABILITYTOEXECUTE
Technomedia
Haufe
SumTotal
Halogen Software
Saba
Oracle
(Talent Management Cloud)
SAP
(SuccessFactors)
Talentsoft
Cornerstone is the Market Leader
in Talent Management
8

9. 9
Our Market Opportunity

10. The Market Need is Real
10
Nuha Masri | 11. 7. 2017
4 Ways Technology Will
Shape the Future of
Work by 2020
Alexandra Gibbs | 10. 27. 2017
Why Taking Care of the
‘Human-Capital’ of Your
Employees is Vital
Denise Lee Yohn| 1. 2. 2018
2018 Will Be the Year of
Employee Experience
Melissa Lamson| 3. 13. 2018
8 Ways to Create a
Corporate Learning
Culture
Tony Schwartz | 3. 7. 2018
Create a Growth Culture,
Not a Performance-
Obsessed One

11. 11
BlackRock views each company’s approach to HCM as an investment
issue and a factor in business continuity and success. In light of evolving
market trends like shortages of skilled labor, uneven wage growth, and
technology that is transforming the labor market, many companies and
investors consider robust HCM a competitive advantage.
-Larry Fink, BlackRock
“
”
Human Capital Management has a Positive
Correlation to Total Shareholder Return
Source: Logos and names are property of the respective company.

12. 12
Talent is the Competitive Advantage That Will
Define the Winners & Losers of the 21st Century
Success in business is all about people, people,
people. Whatever industry a company is in, its
employees are its biggest competitive
advantage.
-Richard Branson
“
”
Source: Logos and names are property of the respective company.

13. 400M
ADDRESSABLE
SEATS
Source: Cornerstone estimates, adapted from IDC, US Census Bureau
36M
CSOD SEATS
BY MARKET SEGMENT
BY GEOGRAPHY
ADDRESSABLE MARKET
150M
ENTERPRISE
150M
MID MARKET 100M
SMB
155M
NORTH
AMERICA
32M
LATIN
AMERICA
139M
EUROPE,
MIDDLE EAST
& AFRICA
74M
ASIA
PACIFIC
The Market is HUGE
13

14. Cornerstone
7.6%
SAP
7.1%
Oracle
4.5%
IBM
3.5%
Workday
3.3%
ADP
3.2%
Saba Halogen
3.2%
iCIMS
2.4%
SumTotal;
People Fluent
2.2%
Ultimate
0.9%
Other
59.9%
Talent Management
Market Remains
Highly Fragmented
14
Talent Management Market
Share (2017)
Source: IDC Corporation, company estimates 14

15. 7.1%
4.5%
3.2%
2.2%
3.2%
2013 2014 2015 2016 2017
Cornerstone Continues to Gain Market Share
15Source: Industry analysts, market research, Cornerstone estimates. Talent management includes learning, recruiting, and performance management software
Talent Management Market Share 2013-2017
5.5%
7.6%

16. 16
Installed Base Opportunity
Four Key Pillars, each a suite, and half of it GREENFIELD
0
500
1,000
1,500
2,000
2,500
3,000
3,500
Learning Performance Recruiting Cornerstone HR
Existing Client Penetration Client Opportunity
NumberofClients
60%
penetration
among other
suites results
in
incremental
$600M+
ARR
opportunity
Calculated based on 3,280 clients with approximately 11,000 users on average

17. Cornerstone is Gaining Traction in HCM
Fosway 9-Grid for Cloud HCM
Source: Fosway (October 2017)
Advanced into the CORE
CHALLENGER
position in the October 2017
Fosway 9-Grid, progressing
from last year’s position as a
POTENTIAL CHALLENGER
PERFORMANCE
POTENTIAL
Potential Leader
Potential Challenger
Potential Performer
Strategic Challenger
Core Challenger
Solid Performer
Strategic Leader
Core Leader
Poor Performer
‘Oct. 2017
‘Oct. 2016
17

18. Cornerstone HR’s Impact on Deals in EMEA
18*EMEA deals from 2016-2017
Average deal values converted from local currency to USD
Average Suites Purchased
Average RPU
1.7
3.5
Without Cornerstone HR With Cornerstone HR
~$20
~$60
Without Cornerstone HR With Cornerstone HR
• In the past two years, EMEA has
seen that clients purchasing
Cornerstone HR buy ~2x more
product suites on average
• Inclusion of Cornerstone HR also
significantly increased RPUs by ~3x
on average

19. 19
Cornerstone 2.0:
Our Strategic Plan

20. Focus on recurring revenue and exit enterprise
service delivery
Improve operating margins and cash flows
Create new recurring revenue streams, including
aggressively entering the content market
Bolster the team
Improve governance
Cornerstone 2.0
20
1
2
3
4
5
2.0

21. 21
Activating Our Partner Ecosystem
2.0 1

22. 3%
2%
6% 5%
4%
9%
2012 2013 2014 2015 2016 2017
22
Improving Operating Leverage
Unlevered Free Cash Flow
-13%
-5%
-4% -4%
2%
6%
2012 2013 2014 2015 2016 2017
Non-GAAP Operating Margin
2.0 2

23. 23
3-10x
Content Anytime
RPU of Learning
100%
Size of Content
Opportunity Overall
Relative to Learning
~$225M
ARR Opportunity Today*
What We’ve
Seen
Relative
Opportunity
Today’s ARR
Opportunity
Content at Scale
Sizing the Content Opportunity for Cornerstone
*Based on Learning ARR as of 12/31/2017
2.0 3

24. Half of the Executive Leadership Team is New in 2018
New Additions
• Hired Jeff Lautenbach as President of Global Field Operations
• Hired Adrianna Burrows as Chief Marketing Officer
• Hired Chris Wheaton as VP of Field Operations
• Hired Jennifer Gianola as VP of Investor Relations
Exits
• Kirsten Helvey, COO
• Dave Carter, Chief Sales Officer
• Frank Ricciardi, GM of Asia Pacific
• Matt Gahr, VP Sales
Bolstering the Team
24
2.0 4

25. • Added three new directors in 2017
• Nominated three new directors for election at the 2018 Annual Meeting
(Elisa Steele, Richard Haddrill, Marcus Ryu)
• If the new directors are elected, the majority of the board will have
joined in the last two years
• Appointing a new, independent chair in 2018 (Elisa Steele)
• June 2018 shareholder vote to declassify the board, beginning in 2019
Improving Governance
25
2.0 5

26. 26
Financial & Operating Results

27. 27
1. Billings
2. Revenue
3. Operating Profit
4. Free Cash Flow
How Best to Measure Our Progress as
we Execute on Our Strategic Plan…
Our historical key financial
measures have been:
Going forward we believe
the key metrics will be:
1. ARR
2. Subscription Revenue
3. Operating Profit
4. Unlevered Free Cash Flow

28. 28
A Decade of Strong Growth Across All Metrics
168
280
481
805
1,237
1,631
2,153
2,595
2,918
3,250
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Client Growth
$19.6
$29.3
$46.6
$75.5
$117.9
$185.1
$263.6
$339.7
$423.1
$482.0
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Revenue Growth
(in millions)
2.1
3.3
4.9
7.5
10.6
14.0
18.1
23.8
29.9
35.3
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
User Growth
(in millions)
Note: User and client count figures exclude PiiQ and Cornerstone for Salesforce.

29. 29
2017 – 2018 Revenue Transition
Expected revenue impact of sun-setting services
$397
$453 - $461
$85
$50
$0
$100
$200
$300
$400
$500
$600
2017 2018E
Subscription Revenue Services Revenue
Total Revenue
Note: 2018 estimates are on an ASC 606 basis.
(in millions)

30. A Clear Path to Operating Margin Expansion
Cost-cuts already made will drive operating margin expansion
2017 Adjustments 2018E
Revenue $482M $503 - $511M
2017 Expenses $455M
- Expense cuts announced 12/2017 -$25M
+ Incremental Expenses $19M
= 2018 Expenses $449M
Operating Profit $27M $54 - $62M
Operating Margin 6% 11 -12%
Note: 2018 estimates are on an ASC 606 basis. Under ASC 605, operating income is $53 - $61M and margin is 11-12%. 30

31. 31
Continued Improvement in Operating Leverage
4%
9%
10% - 12%
2016 2017 2018E
$52M - $60M
Unlevered Free Cash Flow
2%
6%
11% - 12%
2016 2017 2018E
Non-GAAP Operating Margin
$54M - $62M
Nearly
DOUBLES
expected
profitability
from 2017
Note: 2018 estimates are on an ASC 606 basis. Under ASC 605, operating income is $53 - $61M and margin is 11-12%.

32. 2020 Growth/Profitability Framework
32
2020 Framework
FY17
Actual
FY18
Guidance
Low
Growth
Moderate
Growth
High
Growth
Subscription
Revenue Growth
16.8% 14-16% < 10% 10 - 20% 20 - 30%
Non-GAAP Operating
Margin
5.6% 11-12% 30%+ 18 - 28% 12 - 22%
Unlevered Free Cash
Flow Margin
9.1% 10-12% 30%+ 20 - 30% 15 - 25%
2020 ‘Moderate Growth’ Target Assumes ~$150M in uFCF and ~$2.00 Per Share
Note: 2018 estimates are on an ASC 606 basis. FY18 guidance updated as of May 8, 2018

33. 33
Investment Summary
Organically-developed, best-of-breed SaaS platform
• Huge, untapped market opportunity
• Industry-leading customer retention
• Highly scalable business
• Strong client economics
• Top line growth with significant profitability improvement
A leader in human capital management

34. Dominate the
Learning Market
Cornerstone’s Path to Success
34
1
34
Re-establish our
Leadership in Talent
Management
Emerge as a Global
Human Capital
Management Player
Only holistic “learning
platform” in the market
Deepest functionality
in the market
Transformation without
the cost
Note: Learning platform includes Learning Management System Plus Learning Experience Platform
Lea rning
Experience
(LEP)
Lea rning
Ma na gement
(LMS)
Modern
Content
2 3

35. 35
Appendix

36. Prior 2018
Guidance
(606)
Current 2018
Guidance
(606)
Net Change at
the Midpoint
FX
Impact
Operational
Impact
ARR*
Growth
$475 - $495
8-13%
$477 - $495
9-13%
+$1 N/A** +$1
Total Revenue
Growth
$497 - $507
3-5% / 1-3% CC
$503 - $511
4-6% / 3-4% CC
+$5 ($3) +$8
Subscription Revenue
Growth
$453 - $463
14-17% / 12-14% CC
$453 - $461
14-16% / 12-14% CC
($1) ($3) +$2
Professional Consulting
Services Revenue
Down ~50% Down ~40% N/A N/A N/A
Operating Profit*
Margin
$52 - $62
10-12%
$54 - $62
11-12%
+$1 N/A +$1
Unlevered
Free Cash Flow*
Margin
$50 - $60
10-12%
$52 - $60
10-12%
+$1 N/A +$1
Summary of Changes to Full Year Guidance
Note: Reflects guidance issued as of May 8, 2018. Please refer to the earnings press release for Q2 2018 and FY 2018 guidance.
*Denotes a non-GAAP metric.
**Assumes GBP to USD of 1.36, down from 1.40 and EUR to USD of 1.20, down from 1.24 for all metrics other than ARR. For ARR, current guidance reflects the current FX rates, which were similar to the 12/31/17 rates. 36
Net Change at the Midpoint = FX Impact + Operational Impact
(Dollars in millions)

37. 2017 Actual
(605)
2018 Guidance (605) 2018 Guidance (606)
ARR*
Growth
$439 N/A $477 - $495
9-13%
Total Revenue
Growth
$482 $503 - $511
4-6% / 3-4% CC
$503 - $511
4-6% / 3-4% CC
Subscription Revenue
Growth
$397 $459 - $467
16 – 18% / 14 – 16% CC
$453 - $461
14-16% / 12-14% CC
Professional Consulting
Services Revenue
$85 Down ~45% Down ~40%
Operating Profit*
Margin
$27
6%
$53 - $61
11-12%
$54 - $62
11-12%
Unlevered
Free Cash Flow*
Margin
$44
9%
N/A $52 - $60
10-12%
2018 Guidance (605 and 606)
Note: Reflects guidance issued as of May 8, 2018. Please refer to the earnings press release for Q2 2018 and FY 2018 guidance.
*Denotes a non-GAAP metric.
** Net Interest Expense is Gross Interest Expense less Interest Income
37
OTHER:
1. GBP to USD of 1.36
EUR to USD to 1.20
2. 5% FX Δ = $7 ARR / $3 Revenue
3. Total Non-GAAP S&M dollars down
YOY
4. Net Interest Expense**:
1. GAAP $25
2. Non-GAAP $16
5. Cash Interest Paid $14
6. Shares outstanding to increase
from 58M to 64M when EPS is
positive.
7. Operating margin and uFCF margin
percentages could vary depending
on the pace of services roll-off
8. Income tax expense ~$3
9. Capex 3-4% of revenue
(Dollars in millions)

38. Q2 2017 Actual
(605)
Q2 2018 Guidance
(605)
Q2 2018 Guidance
(606)
Total Revenue
Growth
$117 $127 - $129
9-11% / 7-9% CC
$127 - $129
9-11% / 7 - 9% CC
Subscription Revenue
Growth
$97 $112 - $114
16 - 18% / 14 – 16% CC
$111 - $113
15-17% / 13 - 15% CC
Professional Consulting
Services Revenue
$20 Down ~25% Down ~20%
Operating Profit*
Margin
$1
Low single digit
decline from
Q1 2018 of $12
Low single digit
decline from
Q1 2018 of $13
Unlevered
Free Cash Flow*
Margin
($5) N/A Down slightly from
Q1 2018 of ($10)
Q2 2018 Guidance (605 and 606)
38
OTHER:
1. GBP to USD of 1.36
EUR to USD to 1.20
2. Q2 gross margin similar to
Q1 and will significantly
improve on a YOY basis in
2H18
3. Q2 operating margin
expected to be the low point
for the year given our annual
Convergence conference
results in a seasonal
increase to marketing
expenses
4. Net Interest Expense**:
1. GAAP $8
2. Non-GAAP $5
5. No Cash Interest Paid
Note: Reflects guidance issued as of May 8, 2018. Please refer to the earnings press release for Q2 2018 and FY 2018 guidance.
*Denotes a non-GAAP metric.
** Net Interest Expense is Gross Interest Expense less Interest Income
(Dollars in millions)

39. GAAP to Non-GAAP Reconciliation
39
Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 FY16 FY17
Loss from operations (13,148) (18,568) (12,104) (5,436) (8,846) (56,342) (49,256)
Less: Stock-based compensation 15,849 17,598 17,582 14,801 14,043 54,699 65,830
Less: Amortization of intangible assets 2,217 2,217 2,206 781 - 9,290 7,421
Less: Write-off of capitalized software - - - 1,339 - - 1,339
Less: Restructuring - - - 1,539 7,725 - 1,539
Non-GAAP operating (loss) income 4,918 1,247 7,684 13,024 12,922 7,647 26,873
Operating margin (11.8%) (15.9%) (9.9%) (4.1%) (6.6%) (13.3%) (10.2%)
Non-GAAP operating (loss) income margin 4.4% 1.1% 6.3% 9.9% 9.7% 1.8% 5.6%
Net cash (used in) provided by operating activities (7,235) 1,624 21,538 51,583 (4,580) 35,252 67,510
Capital expenditures (2,698) (1,042) (2,942) (418) (2,559) (6,228) (7,100)
Capitalized software costs (5,756) (5,606) (4,464) (4,745) (6,039) (16,409) (20,571)
Cash paid for interest 1,898 - 1,943 - 3,000 3,796 3,841
Unlevered free cash flow (13,791) (5,024) 16,075 46,420 (10,178) 16,411 43,680
Unlevered free cash flow margin (12.4%) (4.3%) 13.2% 35.2% (7.6%) 3.9% 9.1%
FY 2017 FY 2018 Full Year
RECONCILIATION OF OPERATING LOSS AND OPERATING MARGIN TO NON-GAAP
OPERATING (LOSS) INCOME AND NON-GAAP OPERATING MARGIN:
RECONCILIATION OF NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES TO
UNLEVERED FREE CASH FLOW AND UNLEVERED FREE CASH FLOW MARGIN

40. Human Capital Management
40