As of May 8, 2018

Global Leader in Cloud-Based Learning and HCM

NASDAQ: CSOD

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

Who We Are

4

Global Leader in Cloud-Based Learning and HCMBackground• 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

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

CLIENTS

3,250+USERS

36MCOUNTRIES

192LANGUAGES

43OFFICES

17

Cornerstone Has Global Scale

Santa MonicaSunnyvale

Sao Paulo

MadridParis

LondonAmsterdam

Stockholm

DusseldorfMunich

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

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Marquee Clients Around the WorldAPJUS & LATAM EMEA

7

Magic Quadrant for Talent Management Suites

Source: Gartner (February 2017)

NICHE PLAYERS VISIONARIES

CHALLENGERS LEADERS

COMPLETENESS OF VISION

ABI

LITY

TO E

XEC

UTE

Technomedia

Haufe

SumTotal

Halogen Software

Saba

Oracle (Talent Management Cloud)

SAP (SuccessFactors)

Talentsoft

Cornerstone is the Market Leader in Talent Management

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9

Our Market Opportunity

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

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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.

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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.

400MADDRESSABLE

SEATS

Source: Cornerstone estimates, adapted from IDC, US Census Bureau

36MCSOD SEATS

BY MARKET SEGMENT

BY GEOGRAPHY

ADDRESSABLE MARKET150MENTERPRISE 150M

MID MARKET 100MSMB

155M

NORTHAMERICA

32M

LATINAMERICA

139M

EUROPE, MIDDLE EAST

& AFRICA

74M

ASIAPACIFIC

The Market is HUGE

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Cornerstone 7.6%

SAP7.1%

Oracle4.5%

IBM3.5%

Workday3.3%

ADP3.2%

Saba Halogen3.2%

iCIMS2.4%

SumTotal; People Fluent

2.2%Ultimate0.9%

Other59.9%

Talent Management Market Remains Highly Fragmented

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Talent Management Market Share (2017)

Source: IDC Corporation, company estimates 14

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%

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Installed Base OpportunityFour 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

Num

ber o

f Clie

nts

50% penetrationamong other suites results in incremental

$500MARR opportunity

Calculated based on 3,280 clients with approximately 11,000 users on average

Cornerstone is Gaining Traction in HCMFosway 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

POTE

NTIA

L

Potential Leader

Potential Challenger

Potential Performer

Strategic Challenger

Core Challenger

Solid Performer

Strategic Leader

Core Leader

Poor Performer

‘Oct. 2017

‘Oct. 2016

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Cornerstone HR’s Impact on Deals in EMEA

18*EMEA deals from 2016-2017Average 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

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Cornerstone 2.0:Our Strategic Plan

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

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1

2

3

4

5

2.0

21

Activating Our Partner Ecosystem2.0 1

3%

2%

6% 5%

4%

9%

2012 2013 2014 2015 2016 2017

22

Improving Operating LeverageUnlevered Free Cash Flow

-13%

-5%-4% -4%

2%

6%

2012 2013 2014 2015 2016 2017

Non-GAAP Operating Margin

2.0 2

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3-10xContent AnytimeRPU of Learning

100%Size of Content

Opportunity Overall Relative to Learning

~$225MARR Opportunity Today*

What We’ve Seen

Relative Opportunity

Today’s ARR Opportunity

Content at ScaleSizing the Content Opportunity for Cornerstone

*Based on Learning ARR as of 12/31/2017

2.0 3

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

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2.0 4

• 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

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2.0 5

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Financial & Operating Results

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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

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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)

2.13.3

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.

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2017 – 2018 Revenue TransitionExpected revenue impact of sun-setting services

$397 $453 - $461

$85$50

$0

$100

$200

$300

$400

$500

$600

2017 2018ESubscription Revenue Services Revenue

Total Revenue

Note: 2018 estimates are on an ASC 606 basis.

(in millions)

A Clear Path to Operating Margin ExpansionCost-cuts already made will drive operating margin expansion

2017 Adjustments 2018ERevenue $482M $503 - $511M2017 Expenses $455M- Expense cuts announced 12/2017 -$25M

+ Incremental Expenses $19M= 2018 Expenses $449M

Operating Profit $27M $54 - $62MOperating 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

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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 - $62MNearly

DOUBLESexpected

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%.

2020 Growth/Profitability Framework

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2020 Framework

FY17Actual

FY18Guidance

LowGrowth

Moderate Growth

HighGrowth

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

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

Dominate the Learning Market

Cornerstone’s Path to Success

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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

LearningExperience

(LEP)

LearningManagement

(LMS)

Modern Content

2 3

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Appendix

Prior 2018 Guidance

(606)

Current 2018 Guidance

(606)

Net Change at the Midpoint

FXImpact

Operational Impact

ARR*Growth

$475 - $4958-13%

$477 - $4959-13% +$1 N/A** +$1

Total RevenueGrowth

$497 - $5073-5% / 1-3% CC

$503 - $5114-6% / 3-4% CC

+$5 ($3) +$8

Subscription RevenueGrowth

$453 - $46314-17% / 12-14% CC

$453 - $46114-16% / 12-14% CC

($1) ($3) +$2

Professional Consulting Services Revenue Down ~50% Down ~40% N/A N/A N/A

Operating Profit*Margin

$52 - $6210-12%

$54 - $6211-12%

+$1 N/A +$1

Unlevered Free Cash Flow*

Margin

$50 - $6010-12%

$52 - $6010-12%

+$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)

2017 Actual(605)

2018 Guidance (605)

2018 Guidance (606)

ARR*Growth

$439 N/A $477 - $4959-13%

Total RevenueGrowth

$482 $503 - $5114-6% / 3-4% CC

$503 - $5114-6% / 3-4% CC

Subscription RevenueGrowth

$397 $459 - $46716 – 18% / 14 – 16% CC

$453 - $46114-16% / 12-14% CC

Professional Consulting Services Revenue $85 Down ~45% Down ~40%

Operating Profit*Margin

$276%

$53 - $6111-12%

$54 - $6211-12%

Unlevered Free Cash Flow*

Margin

$449% 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 $252. 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 uFCFmargin 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)

Q2 2017 Actual(605)

Q2 2018 Guidance (605)

Q2 2018 Guidance (606)

Total RevenueGrowth

$117 $127 - $1299-11% / 7-9% CC

$127 - $1299-11% / 7 - 9% CC

Subscription RevenueGrowth

$97 $112 - $11416 - 18% / 14 – 16% CC

$111 - $11315-17% / 13 - 15% CC

Professional Consulting Services Revenue $20 Down ~25% Down ~20%

Operating Profit*Margin

$1Low single digit

decline from Q1 2018 of $12

Low single digitdecline 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 $82. 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)

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 YearRECONCILIATION 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

Human Capital Management

40