Inst investor deckfeb2018v2

2. FORWARDING LOOKING STATEMENTS &
NON-GAAP MEASURES
2
This presentation and the accompanying oral commentary contain “forward-looking” statements,within the meaning of the safe
harbor provisions ofthe U.S. Private Securities Litigation Reform Actof 1995 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 differentfrom any future results, performance or
achievements expressed or implied by the forward-looking statements.Importantrisk factors including,butnotlimited to, risks
associated with anticipated growth in our addressable market;our potential market opportunity;competitive factors, our ability
to build and expand our sales efforts, risks associated with international operations and general economic and industry
conditions are described more fully in the Annual Reporton Form 10-K for the year ended December 31,2017, which was filed
with the Securities and Exchange Commission (the “SEC”) on February 15, 2018 and other documents filed with the SEC and
could cause actual results to vary from expectations.
Forward-looking statements representour 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 ofthose measures to the
most directly comparable GAAP measures,which is available in the appendix.

3. SOFTWARE
PEOPLE SMARTER
that makes
3

4. PRODUCT OVERVIEW VIDEO
4

5. $113M
$152M
$213M
$284M
$32M
$52M
$76M
$103M
$145M
$204M
$289M
$387M
2014 2015 2016 2017
$44.4M
$73.2M
$110.9M
$158.8M
2014 2015 2016 2017
+65%
+51%
+43%
100% native cloud
1As of December 31, 2017
>100% retention revenue
THE INSTRUCTURE STORY
High Growth Subscription Revenue
>3,000 customers in 65+ countries1
Recurring (2017 ~88%)
Non-recurring (2017 ~12%)
5
Deferred Revenue
Backlog
Backlog & Deferred Revenue 2018 Total Addressable Market
$9.4 Billion
Headquartered in SaltLake City
with 1,000+ employees worldwide
Flagship products Canvas & Bridge
EDU
CORP
90% Customer SupportSatisfaction
Offices in London,Sydney,Hong Kong, Brazil

6. WE ARE THE CENTER OF
THE LEARNING ECOSYSTEM
Corporations Schools
Information Systems/AnalyticsContent Applications
LEARNING MANAGEMENT SYSTEMS
Instructors Learners
6

7. 7
EDUCATION PRODUCTS
• Learning management system
(LMS) for HiEd and K12
• Adaptable, reliable,
customizable, and 100%
native cloud
• Used by millions of students
and teachers across the globe
• Integrated video platform
for Canvas and Bridge
• Collaboration tools with time
tagged comments and
annotations… makes learning
social and ineractive
• Powerful formative
assessments within Canvas
(integrated assessment
management system)
• Main focus on K12 market,
with some HiEd
applications
• Learning management system (LMS) for HiEd and K12
• Adaptable, reliable, customizable, and 100% native cloud
• Used by millions of students and teachers across the globe
• Integrated video platform for Canvas and Bridge
• Collaboration tools with time tagged comments and
annotations… makes learning social and interactive
• Powerful formative assessments within Canvas
(integrated assessment management system)
• Main focus on K12 market, with some HiEd applications

8. 8
CORPORATE PRODUCTS
• Simple,intuitive learning
managementsystem
(LMS) the corporate
market
• Build customized content
or integrate with top
content providers
• Integrates with Perform
to align goals and learning
in a single interface
• Individualized,
continuous,
relationship-driven career
developmentplatform
• Empowers employees
to take control of their
career paths
• Shifts review paradigm
to continuous ongoing
feedback
from managers and
peers
• Integrated video
platform for Canvas
and Bridge
• Collaboration tools
with time tagged
comments and
annotations… makes
learning social and
interactive
Practice creates a
scalable means for
teams to frequently
practice skills and
receive meaningful,
timely feedback
through the power of
peer-to-peer video
assessmentand
coaching.
• Reinforce skills
• Facilitate feedback
• Increase collaboration
• Share expertise
• Continuous learning
for the digital age

9. 9
CONTINUALLY GROWING TAM, A LOT OF
HEADROOM REMAINING
$3.2B
2012
$0.6B
$5.6B
20162011
$1.2B
2013 2014 2017 Beyond
$25B+
$8.6B
$1.2B
2015
$9.4B
2018
$0.3B
Education
Corporate
History of Instructure TAM
Sources: Adapted from NCES, IDC, & internal estimates; estimates include “greenfield” opportunities

10. INT’L EXPANSION… JUST SCRATCHING
THE SURFACE
10
LEGEND
Mature
Emerging
Nascent

11. OVER 3,000 CUSTOMERS
ACROSS CATEGORIES
HigherEdK–12InternationalCorporate
Used by 7
Ivy League
Schools
Used by K-12
Schools in
49 States
Serving
65+
Countries
Rapid
Adoption
Since 2015
1As of June 30, 2017.
11
1

12. (66%)
(57%)
(39%)
(22%)
2014 2015 2016 2017
($29M)
($41M)
($43M)
($35M)
67% 68%
71% 72%
2014 2015 2016 2017
$44.4M
$73.2M
$110.9M
$158.8M
2014 2015 2016 2017
+65%
+51%
+43%
Revenue Growth
REVENUE & PROFITABILITY HISTORY
2014 – 2017
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
Non-GAAP Gross Margin1 Non-GAAP Operating Loss as a
% of Revenue2
12
Recurring (2017 ~88%)
Non-recurring (2017 ~12%)

13. 23%
22%
21%
17%
2014 2015 2016 2017
38%
31%
29%
27%
2014 2015 2016 2017
72% 71%
60%
50%
2014 2015 2016 2017
Non-GAAP Sales and Marketing1
(% of Revenue)
RAPIDLY SCALING
1Non-GAAP Sales and Marketing, Research and Development and General and Administration expenses are before stock-based compensation, payroll tax expense on secondary stock
purchase transactions and amortization of acquisition-related intangibles.
Non-GAAP Researchand
Development1
(% of Revenue)
Non-GAAP General and
Administration1
(% of Revenue)
13

14. ($14.5M)
($21.3M)
($10.8M)
$20.1M
($17.3M)
($31.2M)
($15.7M)
$39.7M
($30.0M)
Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17 Q4-17
1Free cash flow is a Non-GAAP measure and is derived by netting operating cash flow with the purchase of PP&E and intangibles, and proceeds from disposal of PP&E.
14
1
INST Historical Free Cash Flow
(Operating cash flow, less capex)
SEASONALLY STRONG Q3 LEADS TO
RAPIDLY EXPANDING CASH FLOW

15. LONG-RANGE MODEL
2014 2015 2016 2017
Long-
Term
Target
1Non-GAAP cost of revenue is before stock-based compensation and payroll tax expense on secondary stock purchase transactions.
2Non-GAAP operating expenses are before stock-based compensation, payroll tax expense on secondary stock purchase transactions and amortization of acquisition-related intangibles.
15
Revenue 100% 100% 100% 100% 100%
Cost of
Revenue1 33% 32% 29% 28% ~25%
Non-GAAP
Gross
Margin
67% 68% 71% 72% ~75%
S&M
2
72% 71% 60% 50% 26-28%
R&D
2
38% 31% 29% 27% 15-17%
G&A2
23% 22% 21% 17% 9-10%
Non-GAAP
Operating
Income/Loss
(66%) (57%) (39%) (22%) 20-25%

16. APPENDIX

17. GAAP INCOME STATEMENT
17
Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17
Revenue $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M $38.0M $42.9M $43.8M
YoY% 59% 59% 63% 44% 45% 46% 47% 42% 39%
Cost of Sales $6.8 $7.3 $7.6 $8.6 $9.1 $9.6 $11.0 $12.5 $13.3
Gross Profit $15.0M $16.0M $18.3M $21.5M $22.4M $24.4M $27.1M $30.5M $30.5M
GM% 69% 68% 71% 71% 71% 72% 71% 71% 70%
S&M $15.2 $16.2 $18.0 $17.8 $18.0 $19.0 $21.3 $22.1 $21.3
% of Rev 70% 69% 70% 59% 57% 56% 56% 52% 49%
R&D $6.7 $7.8 $8.7 $9.3 $10.1 $11.2 $11.1 $12.6 $13.5
% of Rev 31% 33% 34% 31% 32% 33% 29% 29% 31%
G&A $5.0 $5.7 $6.0 $6.7 $7.1 $7.0 $7.6 $8.3 $8.3
% of Rev 23% 25% 23% 22% 23% 21% 20% 19% 19%
OPEX $26.9M $29.7M $32.8M $33.8M $35.3M $37.2M $40.0M $43.0M $43.0M
% of Rev 123% 127% 127% 112% 112% 109% 105% 100% 98%
Operating Loss ($11.9M) ($13.8M) ($14.5M) ($12.3M) ($12.8M) ($12.8M) ($12.9M) ($12.6M) ($12.5M)
% of Rev (55%) (59%) (56%) (41%) (41%) (38%) (34%) (29%) (28%)
Warrant liability expense ($0.1) $0.1 $0.0 ($0.0) $0.0 ($0.0) ($0.1) ($0.0) $0.0
Other Income/Expense ($0.0) ($0.0) ($0.0) ($0.0) ($0.0) $0.1 $0.1 $0.3 $0.2
Loss before income taxes ($12.0M) ($13.7M) ($14.5M) ($12.3M) ($12.9M) ($12.7M) ($12.9M) ($12.3M) ($12.3M)
Income taxes ($0.1) ($0.0) ($0.1) ($0.0) ($0.1) ($0.0) ($0.1) ($0.1) $0.6
Net Loss ($12.1M) ($13.7M) ($14.6M) ($12.3M) ($12.9M) ($12.7M) ($13.0M) ($12.4M) ($11.7M)
% of Rev (56%) (59%) (56%) (41%) (41%) (37%) (34%) (29%) (27%)

18. NON GAAP INCOME STATEMENT
Non GAAP Net Operating Loss excludes change in fair value warrant liability.
18
Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17
Revenue $21.8M $23.3M $25.9M $30.1M $31.5M $34.0M $38.0M $42.9M $43.8M
YoY% 59% 59% 63% 44% 45% 46% 47% 42% 39%
Cost of Sales $6.7 $7.2 $7.4 $8.4 $8.9 $9.4 $10.6 $12.1 $12.8
Gross Profit $15.1M $16.1M $18.5M $21.8M $22.7M $24.6M $27.4M $30.9M $31.1M
GM% 69% 69% 72% 72% 72% 72% 72% 72% 71%
S&M $14.7 $15.5 $17.3 $17.0 $17.2 $18.0 $20.4 $20.9 $20.3
% of Rev 67% 67% 67% 56% 54% 53% 54% 49% 46%
R&D $6.2 $7.0 $7.9 $8.3 $9.0 $10.0 $9.8 $10.9 $11.8
% of Rev 28% 30% 30% 27% 29% 29% 26% 25% 27%
G&A $4.6 $5.1 $5.4 $5.9 $6.3 $6.0 $6.6 $7.3 $7.3
% of Rev 21% 22% 21% 20% 20% 18% 17% 17% 17%
OPEX $25.5M $27.7M $30.6M $31.2M $32.5M $34.0M $36.8M $39.1M $39.4M
% of Rev 117% 119% 118% 104% 103% 100% 97% 91% 90%
Operating Loss ($10.4M) ($11.5M) ($12.1M) ($9.5M) ($9.9M) ($9.4M) ($9.4M) ($8.3M) ($8.3M)
% of Rev (48%) (49%) (47%) (31%) (31%) (28%) (25%) (19%) (19%)
Net Loss ($10.5M) ($11.6M) ($12.1M) ($9.5M) ($10.0M) ($9.4M) ($9.4M) ($8.1M) ($8.2M)
% of Rev (48%) (50%) (47%) (32%) (32%) (28%) (25%) (19%) (19%)

19. GAAP TO NON-GAAP RECONCILIATION
19
2013 2014 2015 2016 2017
GAAP Operating
Loss ($21.8M) ($38.7M) ($52.0M) ($53.4M) ($50.8M)
Amortization of Acquisition Related Intangibles
Cost of Sales $- $- $- $- $0.1M
S&M - - - - 0.0
R&D - 0.0 0.0 0.0 -
G&A - - - - -
Total - $0.0M $0.0M $0.0M $0.2M
Stock Compensation Expense
Cost of Sales $0.0M $0.3M $0.3M $1.0M $1.4M
S&M 1.6 2.9 1.2 3.0 4.3
R&D 1.6 4.0 1.4 3.9 6.0
G&A 0.4 1.1 6.3 2.8 4.0
Total $3.6M $8.2M $9.2M $10.7M $15.7M
Payroll Tax on Secondary Stock Purchase
Cost of Sales $- $0.0M $- $- $-
S&M 0.3 0.5 - (0.1) (0.3)
R&D 0.3 0.7 - (0.1) (0.3)
G&A - 0.1 1.3 (0.1) (0.0)
Total $0.5M $1.2M $1.3M ($0.2M) ($0.5M)
Non GAAP
Operating Loss ($17.7M) ($29.3M) ($41.4M) ($42.9M) ($35.5M)

20. GAAP TO NON-GAAP RECONCILIATION
20
2013 2014 2015 2016 2017
Revenue $26.1M $44.4M $73.2M $110.9M $158.8M
GAAP Gross Margin $15.4M $29.2M $49.1M $78.1M $112.4M
Amortization of Acquisition Related Intangibles - - - - 0.1
Stock Compensation Expense 0.0 0.3 0.3 1.0 1.4
Payroll Tax on Secondary Stock Purchase - 0.0 - - -
Non GAAP Gross Margin $15.5M $29.6M $49.5M $79.1M $113.9M
Non GAAP Gross Margin% 59% 67% 68% 71% 72%
GAAP Sales & Marketing $20.7M $35.4M $53.5M $70.0M $83.7M
Amortization of Acquisition Related Intangibles - - - - 0.0
Stock Compensation Expense 1.6 2.9 1.2 3.0 4.3
Payroll Tax on Secondary Stock Purchase 0.3 0.5 - (0.1) (0.3)
Non GAAP Sales & Marketing $18.8M $32.1M $52.2M $67.0M $79.6M
Non GAAP Sales & Marketing % 72% 72% 71% 60% 50%
GAAP Research & Development $11.2M $21.3M $24.2M $36.0M $48.3M
Amortization of Acquisition Related Intangibles - 0.0 0.0 0.0 -
Stock Compensation Expense 1.6 4.0 1.4 3.9 6.0
Payroll Tax on Secondary Stock Purchase 0.3 0.7 - (0.1) (0.3)
Non GAAP Research & Development $9.4M $16.7M $22.7M $32.2M $42.5M
Non GAAP Research & Development % 36% 38% 31% 29% 27%
GAAP General & Administrative $5.3M $11.3M $23.5M $25.5M $31.2M
Amortization of Acquisition Related Intangibles - - - - -
Stock Compensation Expense 0.4 1.1 6.3 2.8 4.0
Payroll Tax on Secondary Stock Purchase - 0.1 1.3 (0.1) (0.0)
Non GAAP General & Administrative $4.9M $10.1M $15.9M $22.8M $27.3M
Non GAAP General & Administrative % 19% 23% 22% 21% 17%

21. FREE CASH FLOW RECONCILIATION
21
Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17
Net Cash Provided by
Operating Activities
($12.3M) ($18.9M) ($9.5M) $21.7M ($14.9M) ($27.7M) ($11.9M) $43.6M ($25.1M)
Purchase of PP&E &
Intangibles, Net of Disposals
($2.2) ($2.4) ($1.3) ($1.5) ($2.5) ($3.4) ($3.8) ($3.9) ($4.9)
Free Cash Flow ($14.5M) ($21.3M) ($10.8M) $20.1M ($17.3M) ($31.2M) ($15.7M) $39.7M ($30.0M)

22. 2017 GAAP STATEMENT OF OPERATIONS
“AS IF” REPORTED UNDER ASC 606
22
606 Consolidated Statements of Operations Data
Q1 Q2 Q3 Q4 2017
Revenue
Subscription and
support $31.6M $33.7M $38.3M $40.6M $144.1M
Professional services
and other $2.9M $4.8M $4.9M $4.2M $16.9M
Total revenue $34.5M $38.5M $43.2M $44.7M $161.0M
Cost of revenue
Professional services
and other $2.6M $3.1M $3.2M $3.3M $12.2M
Operating expenses
Sales and marketing $18.2M $19.0M $21.4M $20.1M $78.7M
Loss from operations ($11.6M) ($10.2M) ($11.6M) ($10.4M) ($43.8M)
Net loss ($11.6M) ($10.2M) ($11.4M) ($9.7M) ($42.8M)