- Cornerstone is a global leader in cloud-based learning and human capital management (HCM) solutions. - The presentation discusses Cornerstone's business strategies and provides forward-looking statements and associated risks. - Key metrics like annual recurring revenue, total revenue, subscription revenue, operating margin, and unlevered free cash flow are highlighted showing Cornerstone's growth and improved profitability.

1. NASDAQ: CSOD
As of February 12, 2019
Global Leader in
Cloud-Based Learning and HCM

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
The Transformation

4. Fiscal Year 2018 Achievements
Five-Point Strategic Transformation Plan Has Driven Significant Value
4
1
2
3
4
5
Strategic Plan Value Creation
Focus on recurring revenue and
exit enterprise service delivery
 FY18 Subscription revenue growth of 19% YoY (18% cc YoY)
 Recurring revenue 88% of total revenue, up from 82% in 2017
Improve operating margins and
cash flow
 FY18 Operating Margin doubled to 12% from 6% in 2017
 Unlevered FCF margin increased to 12%, or $63M
Create new recurring revenue
streams, including aggressively
entering the content market
 Record content growth of >100%
 Launched new Customer Success Packages
Bolster the team
 New, tenured leadership including President, Global Field
Sales, CMO, CAO, VP of Field Operations and VP of IR
Improve governance  Appointed 3 new board members and independent chair
Source: FY18 results as of December 31, 2018

5. 5
Successful Exit from Enterprise Services
Note: 2019E represents guidance provided as of February 12, 2019.
$85 $65
~$25
$397 $473 $538
($533-$543)
2017 2018 2019E
Services Subscription
$482
$538
$558 - $568
Total Revenue
(USD $ millions)

6. Key Metrics: The Cornerstone Transformation
$439
$510
$575 - $590
2017 2018 2019E
Annual Recurring Revenue (ARR)
USD $ Millions
Note: FY19 Guidance ranges as of February 12, 2019.
GAAP to Non-GAAP Reconciliation is located in the appendix
6
$482
$538
$558 - $568
2017 2018 2019E
Total Revenue
USD $ Millions
$397
$473
$533 - $543
2017 2018 2019E
Subscription Revenue
USD $ Millions
6%
12%
13-15%
2017 2018 2019E
Non-GAAP Operating Margin
9%
12%
15-16%
2017 2018 2019E
Unlevered FCF Margin

7. 7
Cornerstone Today

8. 8
Global Reach
CLIENTS
3,500+
USERS
40M+
COUNTRIES
190+
LANGUAGES
43
OFFICES
21
Sunnyvale
Santa Monica
Sao Paulo
Madrid
Paris
London
Stockholm
Dusseldorf
Munich
Tel Aviv
Bangalore
Mumbai
Hong Kong
Tokyo
Sydney
Auckland
Singapore
Amsterdam
Note: User and client count figures exclude PiiQ, Cornerstone for Salesforce, Workpop Inc. and Grovo Learning, Inc.
As of December 30, 2018
Salt Lake
City
New York
City
San Francisco
Mexico City

9. Marquee Clients Around the World
APJUS & LATAM EMEA
9

10. 10
A Decade of Sustained Revenue Growth
IPO
$20 $29
$47
$76
$118
$185
$264
$340
$423
$482
$538
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Revenue
USD $ Millions

11. 11
Strong Growth in the Base
168
280
481
805
1,237
1,631
2,153
2,595
2,918
3,250
3,535
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Client Growth
2.1
3.3
4.9
7.5
10.6
14.0
18.1
23.8
29.9
35.3
40.2
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
User Growth
(in Millions)
Note: User and client count figures exclude PiiQ, Cornerstone for Salesforce, Workpop Inc. and Grovo Learning, Inc.; Numbers updated as of 12/31/18

12. COMPLETENESS OF VISION
ABILITYTOEXECUTE
CHALLENGERS LEADERS
NICHE PLAYERS VISIONARIES
Cornerstone is the Market Leader
in Talent Management
SOURCE: Gartner (September 2018)
2018 Magic Quadrant for
Talent Management Suites
Cegid
Saba (TalentSpace)
Skillsoft (SumTotal Systems)
Saba (Saba Cloud)
Haufe
SAP (SuccessFactors)
Talentsoft
PageUp
12

13. 13
The Solution

14. Skilled Jobs Unskilled Jobs
Skilled Workers Unskilled Labor
TheSkillsDivideisReal
14

15. 15
RECRUITING SUITE
• APPLICANT TRACKING
• CAREER SITES
• INTERVIEW MANAGEMENT
• ENABLE FRONTLINE MANAGERS
• CANDIDATE SCREENING
• NEW HIRE ONBOARDING
PERFORMANCE SUITE
• CONTINUOUS DEVELOPMENT
• PREDICTIVE SUCCESSION PLANNING
• INTERNAL TALENT MOBILITY
• SMART COMPENSATION PLANNING
• INTUITIVE DATA VISUALIZATIONS
• PULSE ENGAGEMENT SURVEYS
LEARNING SUITE
• LEARNING MANAGEMENT
• CERTIFICATIONS
• CONNECT & COLLABORATE
• INSIGHTS
• LEARNING EXPERIENCE
• CONTENT
HR SUITE
• CENTRALIZED VIEW OF GLOBAL WORKFORCE
• HEADCOUNT PLANNING
• ANALYTICS & REPORTING
• BENCHMARK TALENT METRICS
• FLEXIBLE DEPLOYMENT
• SIMPLE & INTUITIVE UI
Cornerstone’s HCM Product Suites
A Unified Platform for the Skills Economy

16. 16
Cornerstone Recruiting
• Understand your hiring
pipeline
• Source and manage
candidates
• Efficiency with automation
• Provide a positive
candidates experience
• Promote talent mobility and
development
Next-generation Recruiting to
Hire Across the Skills Divide
16

17. 17
Cornerstone Learning
• Configurable, yet simple
Learning Management
• The next generation of Learning
Experience
• Content you can’t get
anywhere else
The World’s Most Robust
Learning Platform

18. 18
Cornerstone Performance
• Maintain alignment to drive
business outcomes
• Foster a culture of talent mobility
• Reward and recognize high
performers
Drive results with Continuous
Performance Development

19. 19
Cornerstone HR
• View & manage all employee
records in one place
• Empower employees to
manage personal data
• Proactively seek out top
performers
• Create headcount forecasts
• Get a global view of your
organization
Centralizes HR Administration
into a Single, Modern System

20. Collections of Content
You Can’t Get Anywhere Else
Wide Partner
Ecosystem
with a variety of modalities,
topics, and titles
Intelligently Curated
Subscriptions
built to solve specific
business needs
[Playlists included with each
subscription]
Seamlessly Purchased
& Loaded
for enhanced user
experience
[We handle metadata, thumbnails,
content upload]
Subject-matter
Experts
to listen to your business
needs and recommend
the right content
Client
Curated
Subscriptions
Integrated
with LXP
Content
Consultants
Best-of-breed
Partners
20

21. 21
Accelerating Growth:
$40B Market Opportunity

22. 22
Talent Management
Market Share (2017)
Talent Management
Market Remains
Highly Fragmented
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%
Source: IDC Corporation, company estimates

23. 23
Expanding Market Opportunity
Source: Training Industry Report (2017); Company estimates and WW HCM Apps Forecast, IDC WW Tracker, June 2018 Report
HCM + Content: $40B
*Talent Management – $7B
*Learning – $1.5B
9-11%
GROWTH
*Performance – $1.5B
5%
GROWTH
*Recruiting – $4B
16%
GROWTH
11% GROWTH
HCM – $16B 10%
GROWTH

24. 24
Cornerstone's Second Act:
$40 Billion Market Opportunity
$3.6B
$6B
$16
$25
Founding to IPO IPO to 2017 2018
Learning Systems Market Full Talent Management HCM Content
~$40B
2018 and Beyond:
Cornerstone Operates in Two Markets
20-Year Start up
Source: Training Industry Report (2017); Company estimates and WW HCM Apps Forecast, IDC WW Tracker, June 2018 Report

25. 1. Installed Base
2. Content
3. Recruiting
4. Cornerstone HR
5. APJ
25
Growth Drivers

26. 26
Installed Base Opportunity
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
50% penetration
among other
suites results in
incremental
$500M
ARR opportunity
Calculated based on 3,535 clients with approximately 11,400 users on average
Four Key Pillars, each a suite, and half of it GREENFIELD

27. Content at Scale
Sizing the Content Opportunity for Cornerstone
3x+
Content Anytime
RPU of Learning
33%
Expected User Attach
Rate Relative to Learning
~$250M
ARR Opportunity Today
What We’ve
Seen
Relative
Opportunity
Today’s ARR
Opportunity
27

28. Recruiting Growth
Growing adoption of the Recruiting Suite
28

29. 29
Opportunity Exists to Capitalize
on the Managing Director Model
We have shifted to a country-specific GTM approach
Australia & New Zealand Japan Asia
Singapore (ASEAN)
Hong Kong
South Korea

30. 30
Cornerstone HR’s
Impact on Deals
in EMEA
*EMEA deals in 2018
Average deal values converted from local currency to USD
Average Suites Purchased
Average RPU
• EMEA clients that purchased
Cornerstone HR on average buy
~2x more product suites
• Cornerstone HR increases ARPU
by ~2x
1.7
3.6
Without Cornerstone HR With Cornerstone HR
~$30
~$65
Without Cornerstone HR With Cornerstone HR

31. 14% 12% 15% 13%
5%
14%
19%
13% 13%
18%
22%
19%
19%
16%
16%
13%
13%
10% 9%
7%
64% 69% 66% 71%
79%
73% 68%
77% 78% 75%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
TCPU Public Admin Financial
Services
Retail Higher Ed Other Services Healthcare Manufacturing High-Tech AMC
Replace Upgrade Do Nothing
Finding the Blue Ocean in Core HR
Source: Sierra Cedar 2015–2016 HR Systems Survey 18th Annual Edition
Cornerstone HR is attempting to address the “do nothing” segment vs. upgrade
(primarily PeopleSoft) & replace (primarily Workday & SAP)
31

32. 32
FY2019 Guidance Summary

33. $113
$129
$20
$7
-
$20M
$40M
$60M
$80M
$100M
$120M
$140M
Q1 2018 Q1 2019 Guidance
Subscription Services
$473
$538
$65
$25
-
$100M
$200M
$300M
$400M
$500M
$600M
FY18 FY19 Guidance
Subscription Services
33
2019 Revenue Guidance
$127.5 – $129.5 $533 – $543
$133M
$563M$136M
$538M
First Quarter Full Year
(60%)
$558 – $568
$134.5 – $136.5
(Dollar in millions)
Note: Reflects guidance issued as of February 12, 2019.

34. 2018 Actual 2019 Guidance
ARR(1)
Growth
$510 $575 - $590
13-16% / 13-16% CC
Total Revenue
Growth
$538 $558 - $568
4-6% / 5-7% CC
Subscription Revenue
Growth
$473 $533 - $543
13-15% / 14-16% CC
Professional Consulting
Services Revenue
$65 Down ~60%
Operating Profit(1)
Margin
$63
12%
$74 - $84
13-15%
Unlevered
Free Cash Flow(1)
Margin
$63
12%
$82 - $92
15-16%
2019 Guidance
34
OTHER:
1. GBP to USD 1.29
EUR to USD 1.14
2. 5% FX Δ = $6 ARR / $6 Revenue
3. Net Interest Expense(2):
• GAAP $16
• Non-GAAP $12
4. Cash Interest Paid $17
5. Shares outstanding increases from
61M to 66M when Net Income is
positive
6. Income tax expense $3
7. SBC as % of revenue ~13%, versus
prior year of 11%
8. Capex ~4% of revenue
(Dollar in millions)
Note: Reflects guidance issued as of February 12, 2019.
1. Denotes a non-GAAP metric
2. Net Interest Expense is Gross Interest Expense less Interest Income

35. Q1 2018 Actual Q1 2019 Guidance
Total Revenue
Growth
$133 $134.5 - $136.5
1-3% / 3-5% CC
Subscription Revenue
Growth
$113 $127.5 - $129.5
13-14% / 15-17% CC
Professional Consulting
Services Revenue
$20 Down ~65%
Operating Profit(1)
Margin
$13
10%
Operating Margin in low
double-digits
Unlevered
Free Cash Flow(1)
Margin
$(10)
(8)%
uFCF Margin similar to
prior year
Q1 2019 Guidance
35
OTHER:
1. GBP to USD 1.29
EUR to USD 1.14
2. Net Interest Expense(2):
• GAAP $4
• Non-GAAP $3
3. Cash Interest Paid ~$9
4. Shares outstanding increases
from 59M to 65M when Net
Income is positive
5. Capex primarily in 1H for
tenant improvement build-
outs
(Dollar in millions)
Note: Reflects guidance issued as of February 12, 2019,
1. Denotes a non-GAAP metric
2. Net Interest Expense is Gross Interest Expense less Interest Income

36. 2020 Growth/Profitability Framework
Note: FY19 guidance updated as of February 12, 2019. 36
2020 Framework
FY18
Actual
FY19
Guidance
Low
Growth
Moderate
Growth
High
Growth
Subscription Revenue
Growth
19% 13-15% < 10% 10 - 20% 21 - 30%
Non-GAAP Operating
Margin
12% 13-15% 30%+ 18 - 28% 12 - 22%
Unlevered Free Cash
Flow Margin
12% 15-16% 30%+ 20 - 30% 15 - 25%
2020 ‘Moderate Growth’ Target Assumes ~$150M in uFCF and ~$2.00 Per Share

37. GAAP to Non-GAAP Reconciliation
37
Q1'18 Q2'18 Q3'18 Q4'18 FY16 FY17 FY18
(Loss) income from operations (8,846) (3,095) 1,574 2,598 (56,342) (49,256) (7,769)
Stock-based compensation 14,043 15,283 15,489 15,515 54,699 65,830 60,330
Amortization of intangible assets - - 208 625 9,290 7,421 833
Write-off of capitalized software - - - - - 1,339 -
Restructuring 7,725 1,000 221 - - 1,539 8,946
Acquisition costs - - 352 705 - - 1,057
Non-GAAP operating income 12,922 13,188 17,844 19,443 7,647 26,873 63,397
Operating margin (6.6%) (2.3%) 1.2% 1.9% (13.3%) (10.2%) (1.4%)
Non-GAAP operating income margin 9.7% 10.0% 13.3% 14.1% 1.8% 5.6% 11.8%
Net cash (used in) provided by operating activities (4,580) 17,228 32,617 44,987 35,252 67,510 90,253
Capital expenditures (2,559) (5,068) (2,534) (4,734) (6,228) (7,100) (14,895)
Capitalized software costs (6,039) (6,263) (6,641) (6,572) (16,409) (20,571) (25,515)
Cash paid for interest 3,000 2,003 8,625 - 3,796 3,841 13,628
Unlevered free cash flow (10,178) 7,900 32,067 33,681 16,411 43,680 63,471
Unlevered free cash flow margin (7.6%) 6.0% 23.9% 24.4% 3.9% 9.1% 11.8%
RECONCILIATION OF NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES TO
UNLEVERED FREE CASH FLOW AND UNLEVERED FREE CASH FLOW MARGIN
RECONCILIATION OF OPERATING (LOSS) INCOME AND OPERATING MARGIN TO NON-
GAAP OPERATING INCOME AND NON-GAAP OPERATING MARGIN:
FY 2018 Full Year

38. 38

39. Investment Summary
Organically-developed, best-of-breed SaaS platform
Huge, untapped market opportunity
Industry-leading customer retention
Highly scalable business
Top line growth with significant profitability improvement
A leader in cloud-based learning and human capital management
Transformation into a high-margin growth company
39

40. Thank You!