Corporate Overview

Exhibit 99.1

Page

2

-

March

9,

2006–

PROPRIETARY

AND

CONFIDENTIAL

Safe Harbor for Forward-Looking Statements

This presentation and today’s discussions may contain forward-looking statements. These statements represent SumTotal

Systems’

expectations or beliefs concerning its preliminary results and future events, and include statements, among others,

regarding its preliminary financial results for fiscal year 2005; financial guidance regarding revenue, profitability, backlog,

expenses, continued growth in deferred revenue balance and pipeline; the potential benefits of the acquisition of Pathlore,

including ability to reach revenue scale and profitability and to drive innovation and customer satisfaction; the company’s

ability to retain and attract key employees, especially in light

of recent changes in executive management; the company’s

competitive position, including its market share and leadership position; the company’s ability to execute; and the company’s

product leadership. These statements are not historical facts or

guarantees of future performance or events; are based on

current

expectations,

estimates,

beliefs,

assumptions,

goals

and

objectives;

and

involve

known

and

unknown

risks,

uncertainties and other factors that may cause actual results to

be materially different from the results expressed or implied

by these statements. Readers of this press release and listeners

to the accompanying conference call are cautioned not to

place undue reliance on any forward-looking statements. Additional factors that could cause actual results to differ include,

but

are

not

limited

to,

(i)

completion

of

the

year

end

audit

by

the

company’s

independent

auditors

which

may

result

in

adjustments to the company’s financial results, including adjustments related to the acquisition accounting of SumTotal

Systems’

acquisition of Pathlore Software Corporation and the impact of a potential settlement in the IpLearn, LLC v.

SumTotal Systems, Inc., if any; (ii) failure to remediate the deficiencies and weaknesses identified in our Annual Report on

Form

10-K

for

fiscal

year

2004

or

to

comply

with

Section

404

of

the

Sarbanes-Oxley

Act

of

2002

in

a

timely

fashion,

or

at

all,

thereby causing a delay in the filing of our Form 10-K, or not being able to file at all; (iii) failure to comply with the covenants

in the Company’s credit facility that could result in a default, thereby causing a foreclosure or sale of our assets; (iv)

intense

competition

in

the

marketplace

causing,

among

other

things,

pricing

pressure;

(v)

failure

to

fully

realize

the

anticipated

benefits of the acquisition of Pathlore, to successfully integrate the Pathlore business, to maintain and grow the Pathlore

customer

base

and

to

fully

realize

potential

synergies;

(vi)

failure

to

maintain

or

increase

quarterly

bookings

or

revenue;

(vii)

increase in litigation related costs, potential adverse judgments or potential injunctions enjoining the shipment of the

company’s products; (viii)

the ability to attract and retain highly qualified employees, and the risk of losing employees,

especially given the resignation of the company’s president and the recent hire of a regular full-time CEO; (ix) inability to fix in

a timely fashion unanticipated bugs, errors or defects that materially impact the functionality or usability of our product line, or

unanticipated

problems

in

customer

upgrades

to

the

new

product

line;

(x)

other

market

conditions

that

include

risks

and

uncertainties

such

as

risks

associated

with

financial,

economic,

political,

terrorist

activity

and

other

uncertainties;

and

(xi)

other

events

and

other

important

factors

disclosed

previously

and

from

time

to

time

in

SumTotal

Systems’

filings

with

the

Securities

and

Exchange

Commission,

including

the

company’s

Quarterly

Report

on

Form

10-Q

filed

on

November

9,

2005,

and Form 8-Ks. SumTotal Systems assumes no obligation to update the information in this press release or in the

accompanying conference call.

Page

3

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March

9,

2006–

PROPRIETARY

AND

CONFIDENTIAL

Investment Highlights

Strong, growing market in learning and talent management

SumTotal

is

well-positioned

as

leader

–

largest

company 

Solid execution on bottom-line results

Current profile: $100M revenue, $10M earnings

Current Enterprise Value: < 1x revenue, < 10x projected earnings

Significant growth opportunities

Customer base

New markets/channels

Adjacent talent management markets

Summary

Page 4

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Environmental Factors Driving Opportunity

Business results, not training –

Mission

Critical

Baby Boom retiring –

Turnover rates

Interlinked “ecosystems”

of suppliers,

producers and customers

Globalization –

Workforce distribution

Shorter product lifecycles

Increased focus on compliance

Issues and trends facing the G2000...

Increase organizational

productivity and effectiveness

through more strategic

management of talent and

performance across the entire

value chain

…require solutions with a

common theme

Page 5

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Market Growth

$0.0

$0.1

$0.2

$0.3

$0.4

$0.5

$0.6

$0.7

$0.8

$0.9

$1.0

2005

2006

2007

2008

Source:  IDC; Yankee Group

$ Billion

CAGR 18%

CAGR 17%

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

$2.00

$2.20

2005

2006

2007

2008

$ Billion

LMS Market

Talent Management

(including Recruiting, Performance,

Learning and Incentive Management)

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Mission Critical

CEO’s “5 Point Ethics

Program”

for 350,000

employees worldwide

“#2 Most Used

Application (behind

email)”

-

CTO

Most active website

within the company; 60

million page hits per year

NCR

University

Page 7

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Investment Highlights

Strong, growing market in learning and talent management

SumTotal

is

well-positioned

as

leader

–

largest

company 

Solid execution on bottom-line results

Current profile: $100M revenue, $10M earnings

Current Enterprise Value: < 1x revenue, < 10x projected earnings

Significant growth opportunities

Customer base

New markets/channels

Adjacent talent management markets

Summary

Page 8

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

SumTotal Background

Leader in emerging mission critical space

The largest provider of learning and business performance technologies and

services

NASDAQ: SUMT

Formed by merger of Docent (DCNT) and Click2learn (CLKS) in March, 2004

Acquisition of Pathlore Software in October 2005

Global Company

Headquarters in Mountain View, California

U.S. offices in Seattle, Chicago, Columbus and Rochester

International offices in Australia, France, Germany, Hong Kong, India, Japan,

Singapore and the United Kingdom

630 employees

Financial leader

Profitable on a pro forma basis

$100+ million annual revenue run rate

Cash flow positive

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

What We Do

SumTotal Systems Incorporated

provides an application platform & associated

services that help organizations manage and deploy mission-critical information, skills,

and knowledge across all business processes

Essentially, the “operating and ERP system”

for learning and performance

The SumTotal Enterprise Suite

is an integrated suite of eight business performance

management applications delivering end-to-end capabilities that improve employee

proficiency, extended enterprise productivity and bottom-line results for the

organization

TotalLMS™

complete learning management

TotalLCMS™

content management and creation

TotalVCS™

live training

TotalDashboard™

predictive analytics application

TotalPerformance™

performance management application

TotalAccess™

offline/mobile learning application

TotalInformation™

info management application

TotalCollaboration™

collaboration portal

Page 10

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

LMS Market Share by Total Revenue

0%

5%

10%

15%

20%

SumTotal market

share is ~45%

greater than the

#2 player and

nearly 3 times the

#3 player

Source:  Bersin & Associates,

Learning Management Systems 2006

Page 11

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Our Customers

Retail

Manufacturing

Financial

Services

High Tech &

Telco

Energy &

Resources

Life Sciences

Compliance

&

Certification

Product

Launch &

Sales

Effectiveness

New Sales

Hire

Customer &

Channel

Education

Corporate

University

Page 12

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Magic Quadrant for Learning Management Systems, 2005

Challengers

Leaders

Ability

To

Execute

Completeness of Vision

Niche Players

Visionaries

Source:

Gartner (October 2005)

Open Text

Siebel Systems

Learn.com

SAP

Outstart

Cornerstone OnDemand

Meridian KSI

Vuepoint

Intellinex

Oracle

IBM

WBT Systems

Pathlore Software

Saba

Plateau Systems

SumTotal Systems

Page 13

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

SumTotal Differentiators

Industry’s innovation leader

Created industry’s first web-based Learning Management System (LMS),

Learning Content Management System (LCMS) and Suite

Invented several industry concepts & terms (i.e. “domains”)

Leading architecture and functionality

Largest and most stable company –

Customer Support

~45% larger than next nearest competitor

1500 enterprise customers / peer group

60% of Fortune 100

17 million users worldwide

Broad vision for market beyond Talent Management

Oriented around Business Results

Key applications for extended enterprise and management dashboards

Page

14

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March

9,

2006–

PROPRIETARY

AND

CONFIDENTIAL

Investment Highlights

Strong, growing market in learning and talent management

SumTotal

is

well-positioned

as

leader

–

largest

company 

Solid execution on bottom-line results

Current profile: $100M revenue, $10M earnings

Current Enterprise Value: < 1x revenue, < 10x projected earnings

Significant growth opportunities

Customer base

New markets/channels

Adjacent talent management markets

Summary

Page 15

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Annual Revenue Trend (Non-GAAP Basis)

$58.0

$65.6

$78.4

$100.0

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

$90.0

$100.0

2003

2004

2005

2006E

$ Millions

CAGR = 20%

Page 16

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Quarterly Revenue Trend (Non-GAAP Basis)

$13.8

$17.0

$16.1

$15.9

$16.2

$18.4

$19.5

$26.9

$0.0

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

Q1

Q2

Q3

Q4

2004

2005

$ Millions

Page 17

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Quarterly Net Income (Non-GAAP Basis)

($6.4)

($1.0)

($0.5)

($2.7)

$0.1

$0.9

$0.2

$2.5

($7.0)

($6.0)

($5.0)

($4.0)

($3.0)

($2.0)

($1.0)

$0.0

$1.0

$2.0

$3.0

Q1

Q2

Q3

Q4

2004

2005

$ Millions

Page 18

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Non-GAAP Financial Model

45%+

40%+

Recurring Revenue as %

-

Hosting

-

Maintenance

-

Term Licenses

2006 Quarterly Model

(at $100M Annual Revenue Run Rate

)

2005 Quarterly Average

$0.1

$0.3

$13.3

$13.6

$19.6

< 1%

1%

68%

69%

100%

8%

$2.1

Net Income

10%

$2.5

Operating Income

60%

$15.0

Operating Expenses

70%

$17.5

Gross Margin

100%

$25.0

Revenue

Page 19

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Balance Sheet/Cash Flow

---

($18.0)

Debt

$0.1

$1.5

Net Cash from Operating Activities **

($15.1)

($26.9)

Deferred Revenue

86

84

Days Sales Outstanding*

$18.5

$25.2

Receivables

$34.7

$19.1

Cash & Short Term Investments

December 31,

2004

December 31,

2005

*  Based on Non-GAAP Revenue

** 2005 figure is preliminary

Page 20

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Investment Highlights

Strong, growing market in learning and talent management

SumTotal

is

well-positioned

as

leader

–

largest

company 

Solid execution on bottom-line results

Current profile: $100M revenue, $10M earnings

Current Enterprise Value: < 1x revenue, < 10x projected earnings

Significant growth opportunities

Customer base

New markets/channels

Adjacent talent management markets

Summary

Page 21

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Broad Reach Has Created a Unique Customer Asset

Licensed Users

Licensed Users

(millions)

(millions)

Source: Company Press  Releases; Company Analysis

0

2

4

6

8

10

12

14

16

18

SUMT

SABA

SAS

SEBL

Sales          

Force.com

Page 22

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Industry Leading Alliances and Channels

Human Resource

Outsourcing

Systems Integrators

Technology

Content

Page 23

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Integration and Data Platform

Competency Management

Unique Platform for Growth in Talent Management

Recruitment

Management

($660M)

Performance

Management

($180M)

Learning

Management

($545M)

Compensation

Management

($290M)

Sources: Yankee Group, Gartner Group

2005 Market Size and 3 Year CAGR

Web Services / Portal / Reporting and Analytics

Page 24

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Investment Highlights

Strong, growing market in learning and talent management

SumTotal

is

well-positioned

as

leader

–

largest

company 

Solid execution on bottom-line results

Current profile: $100M revenue, $10M earnings

Current Enterprise Value: < 1x revenue, < 10x projected earnings

Significant growth opportunities

Customer base

New markets/channels

Adjacent talent management markets

Summary

Page 25

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

2006 Focus -

Execution

Deliver Financial Excellence

Revenue growth

Profits

Operating cash flow

Deliver Operational Excellence

High Customer Satisfaction

Continued sales and migration to SumTotal Enterprise Suite 7.1

Successful build and launch of next product release

Expand Business Scope to Adjacent Markets Within Talent Management

Via acquisition

Via internal creation of industry-leading products

Create Significant Shareholder Value

Page 26

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Investment Highlights

Strong, growing market in learning and talent management

SumTotal

is

well-positioned

as

leader

–

largest

company 

Solid execution on bottom-line results

Current profile: $100M revenue, $10M earnings

Current Enterprise Value: < 1x revenue, < 10x projected earnings

Significant growth opportunities

Customer base

New markets/channels

Adjacent talent management markets

Page 27

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March 9, 2006–

PROPRIETARY AND CONFIDENTIAL

Neil Laird

CFO

SumTotal Systems, Inc.

650-934-9525

nlaird@sumtotalsystems.com

Further Questions