EX-99.2 3 ex-99d2.htm EX-99.2

Exhibit 99.2

| Creating a National Leader in Education Innovation October 30, 2017

| 2 This communication contains certain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Such statements may be identified by the use of words such as “expect,” “estimate,” “assume,” “believe,” “anticipate,” “will,” “forecast,” “outlook,” “plan,” “project,” or similar words and may include statements with respect to, among other things, the proposed merger of a wholly-owned subsidiary of Strayer with and into Capella, including the expected timing of completion of the merger; the anticipated benefits of the merger, including estimated synergies; the combined company’s plans, objectives and expectations; future financial and operating results; and other statements that are not historical facts. The statements are based on Strayer’s and Capella’s current expectations and are subject to a number of assumptions, uncertainties and risks. In connection with the safe-harbor provisions of the Reform Act, Strayer and Capella have identified important factors that could cause Strayer’s or Capella’s actual results to differ materially from those expressed in or implied by such statements. The assumptions, uncertainties and risks include: the risk that the merger may not be completed in a timely manner or at all due to the failure to obtain the approval of Strayer’s or Capella’s stockholders or the failure to satisfy other conditions (including obtaining required regulatory and educational agency approvals) to completion of the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the outcome of any legal proceeding that may be instituted against Strayer, Capella and others following the announcement of the merger; the amount of the costs, fees, expenses and charges related to the merger; the risk that the benefits of the merger, including expected synergies, may not be fully realized or may take longer to realize than expected; the risk that the merger may not advance the combined company’s business strategy and growth strategy; the risk that the combined company may experience difficulty integrating Strayer’s and Capella’s employees or operations; the potential diversion of Strayer’s and Capella’s management’s attention resulting from the proposed merger; and other risks and uncertainties identified in Strayer’s and Capella’s filings with the Securities and Exchange Commission. Actual results may differ materially from those projected in the forward-looking statements. Strayer and Capella undertake no obligation to update or revise forward-looking statements. Forward Looking Statements

| Investors and security holders are urged to carefully review and consider each of Strayer’s and Capella’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. In connection with the proposed transaction, Strayer intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Strayer and Capella and a prospectus of Strayer, and each party will file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF Strayer AND Capella ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to the stockholders of each party seeking the required shareholder approval. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Strayer or Capella as described below. The contents of the websites referenced are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus. Additional Information and Where to Find It 3 STRAYER EDUCATION, INC. 2303 Dulles Station Blvd. Herndon, VA 20171 Attention: Investor Relations 708.247.2507 investor.relations@strayereducation.com CAPELLA EDUCATION COMPANY Capella Tower 225 South Sixth Street, 9th Floor Minneapolis, MN 55402 Attention: Heide Erickson 612.977.5172 investor.relations@capella.edu

| Certain Information Regarding Participants 4 No Offer or Solicitations Strayer, Capella and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Strayer’s directors and executive officers in its definitive proxy statement for the 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 16, 2017, and in other documents filed with the SEC by Strayer and its directors and executive officers. You can find information about Capella’s directors and executive officers in its definitive proxy statement for the 2017 Annual Meeting of Stockholders, which was filed with the SEC on March 23, 2017, and in other documents filed with the SEC by Capella and its directors and executive officers. Additional information regarding the interests of these directors and executive officers in the proposed transaction will be included in the registration statement, joint proxy statement/prospectus or other documents filed with the SEC, if any, when they become available. You may obtain these documents (when they become available) free of charge at the SEC’s web site at www.sec.gov and from Strayer or Capella as described above. This document shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.

| Today’s Participants KARL MCDONNELL Chief Executive Officer ROBERT SILBERMAN Executive Chairman 5 Daniel Jackson Chief Financial Officer STEVEN POLACEK Chief Financial Officer KEVIN GILLIGAN Chairman and Chief Executive Officer

| Creating a National Leader in Education Innovation All-stock merger of equals with Capella shareholders receiving 0.875 Strayer shares for each Capella share; Strayer shareholders will own approximately 52% and Capella shareholders will own approximately 48% of the combined company on a fully diluted basis Combination expected to close in the third quarter of 2018, subject to customary regulatory approvals and closing conditions, including approvals by the Department of Education, state regulators and relevant accreditation bodies, and shareholders of both companies Strayer University and Capella University will operate as independent, accredited institutions offering nearly 135 programs to approximately 80,000 students across all 50 states Both universities will maintain separate boards and be led by their current presidents Strayer and Capella are highly complementary in powerful ways and share cultures that value integrity and innovation as well as a mission to make learning work for adults in the modern economy Highly achievable corporate-level efficiencies will enable each university to expand innovation to improve affordability and enhance learning and career outcomes while creating greater value for shareholders 6

| Stronger Corporate Platform Supporting Independent Universities 7 Accelerates innovations that improve affordability and enhance the learning experience and career outcomes for students Strategic Education, inc. Corporate Functions Finance, Accounting, Human Resources, Legal, IT, Marketing Leadership Robert Silberman Executive Chairman Karl McDonnell CEO Kevin Gilligan Vice Chairman Headquarters Herndon, Virginia, with significant presence in Minneapolis Scale(1) $895 million Revenue $182 million EBITDA Financial Profile(1) Debt Free $80 million Free Cash Flow President: Brian W. Jones Existing Board of Trustees Leadership Accredited by Middle States Commission on Higher Education STRAYER FAMILY President: Richard Senese, PhD, LP Existing Board of Directors Leadership Higher Learning Commission Accredited by capella FAMILY Steven Polacek Integration Head (1) Pro forma ended September 30, 2017; EBITDA net of stock based compensation and excludes approximately $50 million in expected annual run rate cost synergies

| Transaction Overview Transaction Structure All-stock, tax-free merger of equals Capella shareholders to receive 0.875 Strayer shares for each Capella share Pro forma ownership: 52% Strayer shareholders and 48% Capella shareholders Leadership Robert Silberman will be Executive Chairman Kevin Gilligan will be Vice Chairman Karl McDonnell will be CEO 12 person board; 9 Strayer nominated directors and 3 Capella nominated directors Organization Universities to operate as distinct, independent institutions Combined company will be named Strategic Education, Inc. Corporate headquarters in Herndon, Virginia Significant presence in Minneapolis, Minnesota, including Capella University headquarters and combined IT resources Financial Benefits Expected to be accretive to Strayer’s EPS by approximately 20% to 25% by 2019, based on annual cost savings of approximately $50 million. Run rate synergies expected to be fully phased in within 18 months of closing, with half realized during the first 12 months following closing Strong balance sheet and combined cash flows support expected annual dividend of $2 per share Closing Conditions Closing expected in the third quarter of 2018 Subject to approval by Department of Education, state regulators, relevant accreditation bodies, shareholders of both companies among other customary regulatory approvals and closing conditions 8

| Capella Education Overview A leading educational services company providing online postsecondary degree programs and job-ready skills offerings to working adults: Founded in 1993 with diversified program offerings: Capella University 1,900+ online courses 54 degree programs Accredited by Higher Learning Commission Capella Learnings Solutions Partnership with CareerBuilder to link learning experiences directly with job demand DevMountain Dedicated coding programs Hackbright Academy Software engineering programs exclusively for women Sophia Self-paced courses for college credit Key Financials TTM Ended sept 30 2017 Revenue $440 million EBITDA(1) $92 million Free Cash Flow $41 million 9 (1) EBITDA net of stock based compensation 38% 25% 19% 11% 7% ~37,000 STUDENTS (As of 9/30/17) Social & Behavioral Sciences Business & Technology Nursing and Health Sciences Education Public Service Leadership

| Enhanced Scale, Diversity & Educational Experience ~80,000 Students $895M Revenue $182M EBITDA ~135 Degree and Certificate Programs 10 Note: Pro Forma TTM ended September 30, 2017; EBITDA net of stock based compensation and excludes approximately $50 million in expected annual run rate cost synergies Meaningful benefits for students Complementary program offerings with more choices for students Sharing of academic best practices to enhance the student experience Expanded innovation to improve affordability Transferability of credits Enhanced student services to promote educational and career outcomes 36% 46% 11% 7% PRO FORMA DEGREE MIX Master's Bachelor's PhD/Doctoral Certificate/Associate

| A Compelling Platform for Students 11

| Comprehensive Degree Programs Bachelors Bachelor of Science in Accounting Bachelor of Business Administration Bachelor of Science in Criminal Justice Bachelor of Science in Information Systems Bachelor of Science in Information Technology Bachelor of Science in Nursing Masters Master of Science in Accounting Master of Business Administration Master of Education Master of Science in Information Systems Master of Science in Information Assurance Master of Science in Health Services Administration Master of Public Administration Master of Human Resource Management Jack Welch Executive MBA Master of Science in Management Master of Science in Nursing Digital Entrepreneurship MBA Associates Associate in Arts in Accounting Associate in Arts in Acquisition & Contract Management Associate in Arts in Business Administration Associate in Arts in Information Systems Associate in Arts in Information Technology Associate in Arts in Marketing Certificates Diploma in Acquisition Contract Management JWMI Executive Certificates Bachelors Bachelor of Science in Business (FlexPath) Bachelor of Science in Criminal Justice Bachelor of Science in Health Care Administration Bachelor of Science in Information Technology (FlexPath) Bachelor of Science in Psychology (FlexPath) Bachelor of Science in Public Health Bachelor of Science in Nursing (FlexPath) Key Program Offerings Key Program Offerings (152 Specializations) Doctorates/Eds Doctor of Business Administration Doctor of Education Doctor of Emergency Management Doctor of Health Administration Doctor of Human Services Doctor of Information Technology Doctor of Nursing Practice Doctor of Philosophy in Advanced Studies in Human Behavior Doctor of Philosophy in Business Administration Doctor of Philosophy in Counselor Education Supervision Doctor of Philosophy in Criminal Justice Doctor of Philosophy in Education Doctor of Philosophy in Emergency Management Doctor of Philosophy in Human Services Doctor of Philosophy in Information Technology Doctor of Philosophy in Psychology Doctor of Psychology Doctor of Psychology in School Psychology Doctor of Public Administration Doctor of Public Health Doctor of Social Work Education Specialist 12 Masters Master of Business Administration (FlexPath) Master of Education in Teaching and Learnings (FlexPath) Master of Health Administration (FlexPath) Master of Public Health Master of Science Education Innovation and Technology Master of Science in Addiction Studies Master of Science in Analytics Master of Science in Clinical Psychology Master of Science in Criminal Justice Master of Science in Education Master of Science in Emergency Management Master of Science in Higher Education Master of Science in Human Resource Management Master of Science in Human Services Master of Science in Information Assurance and Security Master of Science in Information Systems and Technology Management (FlexPath) Master of Science in Marriage and Family Counseling/Therapy Master of Science in Mental Health Counseling Master of Science in Psychology (FlexPath) Master of Science in School Counseling Master of Science in Studies in Human Behavior Master of Science in Nursing (FlexPath) Master of Social Work Master of Social Work Advanced Standing Certificates 51 certificate programs

| Strayer Education Overview A diversified education company with 125-year track record of educating working adults through undergraduate and graduate degree programs: Strayer University 73 Campuses across 16 states and the District of Columbia Accredited by Middle States Commission on Higher Education Jack Welch Management Institute Top 25 ranked online MBA program by Princeton Review Strayer@Work Over 325 corporate relationships The New York Code + Design Academy Robust online degree programs 83% of program seats are online Key Financials TTM Ended sept 30 2017 Revenue $455 million EBITDA(1) $90 million Free Cash Flow $39 million 13 (1) EBITDA net of stock based compensation 53% 10% 11% 16% 1% 5% 4% ~42,000 STUDENTS (As of 9/30/17) Undergrad - Business Undergrad - IT Undergrad - Other Grad - Business Grad - IT Grad - Other JWMI

| A Shared Focus on Delivering Value & Driving Outcomes For Students AFFORDABILITY DATA DRIVEN SUPPORT SUPERIOR OUTCOMES 14 Strayer 20% undergraduate tuition reduction in 2014 Graduation Fund program provides up to another 25% tuition reduction to bachelor degree program cost Capella With FlexPath program learners can complete their degree in half the time and half the cost Over $30 million in scholarships available Strayer Over 80% continuation rate 20% increase in investment per student academic services since 2010 Capella 97% of employers surveyed rated the work performance of Capella graduates as proficient or exceptional 2014 cohort default rate of 6.9% below national, public and private not-for-profit institution averages Increased early cohort persistence rate by 22% over last five years Deep data analytics Leading learning model and assessment capabilities Leveraging data to support student decisions

| Highly Achievable Cost Synergies 15 Expected annual cost savings of approximately $50 million Expect to achieve full run rate within first 18 months following closing with approximately half realized during first 12 months following closing Consolidation of executive functions Capturing efficiencies across marketing and IT Approximately $50 million in one-time, cash and non-cash costs to achieve Expected to be accretive to Strayer’s EPS by approximately 20% to 25% by 2019 Reinvestment to strengthen academic offerings, innovation and affordability Opportunity to grow faster together than either company could achieve on its own

| Strong Cash Flow to Support Investment and Return of Capital 16 For Students Investment in better educational experience and value for students For Shareholders Expected $2/share annual dividend payout $80M Pro Forma Free Cash Flow Note: Pro Forma TTM ended September 30, 2017

| Creating a National Leader in Education Innovation Two regionally accredited independent universities Combined platform facilitates accelerated investment in student experience and affordability Highly achievable corporate cost synergies and strong cash flow drive shareholder value creation 17

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| Appendix: Reconciliation of Non-GAAP Financial Measures The following information provides reconciliations of non-GAAP financial measures , which are presented in the accompanying presentation, to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The companies have provided non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the accompanying presentation that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the presentation. The non-GAAP financial measures in the accompanying presentation may differ from similar measures used by other companies. The following tables reconcile the non-GAAP measure of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) referred to in this presentation to the most directly comparable GAAP measure reflected in the Companies’ financial statements. STRATEGIC EDUCATION INC (TTM Ended 9/30) Income from continuing operations $ 80,971 Other (Income)/Expense, net (719) Income Tax Expense 44,916 Depreciation and Amortization 38,787 EBITDA $ 163,954 Stock Based Compensation 18,178 EBITDA net of Share Based Compensation $ 182,132 STRAYER EDUCATION INC (TTM Ended 9/30) Income from continuing operations $ 38,825 Other (Income)/Expense, net (230) Income Tax Expense 21,580 Depreciation and Amortization 18,259 EBITDA $ 78,434 Stock Based Compensation 12,006 EBITDA net of Share Based Compensation $ 90,440 CAPELLA EDUCATION COMPANY (TTM Ended 9/30) Income from continuing operations $ 42,146 Other (Income)/Expense, net (489) Income Tax Expense 23,336 Depreciation and Amortization 20,528 EBITDA $ 85,520 Stock Based Compensation 6,172 EBITDA net of Share Based Compensation $ 91,692 19

| Appendix: Reconciliation of Non-GAAP Financial Measures The following information provides reconciliations of non-GAAP financial measures , which are presented in the accompanying presentation, to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The companies have provided non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the accompanying presentation that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the presentation. The non-GAAP financial measures in the accompanying presentation may differ from similar measures used by other companies. The following tables reconcile the non-GAAP measure of Free Cash Flow referred to in this presentation to the most directly comparable GAAP measure reflected in the companies’ financial statements. CAPELLA EDUCATION COMPANY (TTM ENDED 9/30) Net cash provided by operating activities - continuing operations $ 64,644 Capital expenditures (23,968) Free cash flow $ 40,676 STRAYER EDUCATION INC (TTM ENDED 9/30) Net cash provided by operating activities - continuing operations $ 58,775 Capital expenditures (20,233) Free cash flow $ 38,542 STRATEGIC EDUCATION INC (TTM ENDED 9/30) Net cash provided by operating activities - continuing operations $ 123,419 Capital expenditures (44,201) Free cash flow $ 79,218 20