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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2007

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 001-33140



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CAPELLA EDUCATION COMPANY

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                      |  | 41-1717955                          
|(State or other jurisdiction of Incorporation or organization) |  | (I.R.S. Employer Identification No.)

225 South Sixth Street, 9th Floor

Minneapolis, Minnesota 55402

(Address, including zip code, of
principal executive offices)

(888) 227-3552

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  þ    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  þ

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No   þ

The total number of shares of common stock
outstanding as of October 26, 2007, was 17,227,818.



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CAPELLA EDUCATION COMPANY

FORM 10-Q

INDEX



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|           |  | PART I  FINANCIAL INFORMATION                                                        |  |     
|           |  |                                                                                      
|Item 1     |  | Financial Statements                                                                  |  | 3   
|Item 2     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 11  
|Item 3     |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 16  
|Item 4     |  | Controls and Procedures                                                               |  | 17  
|           |  |                                                                                      
|           |  | PART II  OTHER INFORMATION                                                           |  |     
|           |  |                                                                                      
|Item 1     |  | Legal Proceedings                                                                     |  | 17  
|Item 1A    |  | Risk Factors                                                                          |  | 17  
|Item 2     |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 17  
|Item 3     |  | Defaults Upon Senior Securities                                                       |  | 17  
|Item 4     |  | Submission of Matters to a Vote of Security Holders                                   |  | 17  
|Item 5     |  | Other Information                                                                     |  | 17  
|Item 6     |  | Exhibits                                                                              |  | 17  
|SIGNATURES |  | 19                                                                                   



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

CAPELLA EDUCATION COMPANY

Consolidated Balance Sheets



|                                                                                                    |  |                                  |         |   |                         |   |         |  
|--------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------- | - | ------- | -
|                                                                                                    |  | As of September 30, 2007         |         |   | As of December 31, 2006 |  
|                                                                                                    |  | (Unaudited)                      |         |   |                         |  
|                                                                                                    |  | (In thousands, except par value) |        
|ASSETS                                                                                              |  |                                  |         |   |                         |   |         |  
|Current assets:                                                                                     |  |                                  |         |   |                         |   |         |  
|Cash and cash equivalents                                                                           |  | $                                | 41,462  |   |                         | $ | 22,491  |  
|Marketable securities                                                                               |  |                                  | 83,220  |   |                         |   | 65,170  |  
|Accounts receivable, net of allowance of $904 at September 30, 2007 and $1,119 at December 31, 2006 |  |                                  | 7,066   |   |                         |   | 7,401   |  
|Prepaid expenses and other current assets                                                           |  |                                  | 5,887   |   |                         |   | 3,703   |  
|Deferred income taxes                                                                               |  |                                  | 1,783   |   |                         |   | 1,800   |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|Total current assets                                                                                |  |                                  | 139,418 |   |                         |   | 100,565 |  
|Property and equipment, net                                                                         |  |                                  | 34,014  |   |                         |   | 28,749  |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|Total assets                                                                                        |  | $                                | 173,432 |   |                         | $ | 129,314 |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|                                                                                                    |  |                                 
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                |  |                                  |         |   |                         |   |         |  
|Current liabilities:                                                                                |  |                                  |         |   |                         |   |         |  
|Accounts payable                                                                                    |  | $                                | 3,017   |   |                         | $ | 5,113   |  
|Accrued liabilities                                                                                 |  |                                  | 24,229  |   |                         |   | 18,598  |  
|Income taxes payable                                                                                |  |                                  |        |   |                         |   | 214     |  
|Deferred revenue                                                                                    |  |                                  | 8,270   |   |                         |   | 7,488   |  
|Current portion of capital lease obligations                                                        |  |                                  |        |   |                         |   | 5       |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|Total current liabilities                                                                           |  |                                  | 35,516  |   |                         |   | 31,418  |  
|Deferred rent                                                                                       |  |                                  | 1,336   |   |                         |   | 1,813   |  
|Capital lease obligations                                                                           |  |                                  |        |   |                         |   | 7       |  
|Deferred income taxes                                                                               |  |                                  | 1,933   |   |                         |   | 2,331   |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|Total liabilities                                                                                   |  |                                  | 38,785  |   |                         |   | 35,569  |  
|Shareholders equity:                                                                               |  |                                  |         |   |                         |   |         |  
|Common stock, $0.01 par value:                                                                      |  |                                  |         |   |                         |   |         |  
|Authorized shares  100,000                                                                         |  |                                  |         |   |                         |   |         |  
|Issued and outstanding shares  16,947 at September 30, 2007 and 16,002 at December 31, 2006        |  |                                  | 169     |   |                         |   | 160     |  
|Additional paid-in capital                                                                          |  |                                  | 183,657 |   |                         |   | 156,513 |  
|Accumulated other comprehensive income (loss)                                                       |  |                                  | 53      |   |                         |   | (7      | )
|Retained earnings (accumulated deficit)                                                             |  |                                  | (49,232 | ) |                         |   | (62,921 | )
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|Total shareholders equity                                                                          |  |                                  | 134,647 |   |                         |   | 93,745  |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  
|Total liabilities and shareholders equity                                                          |  | $                                | 173,432 |   |                         | $ | 129,314 |  
|                                                                                                    |  |                                  |         |   |                         |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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CAPELLA EDUCATION COMPANY

Consolidated Statements of Income



|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|----------------------------------------------------- |  | ---------------------------------------------------- | ------ | ------------------------------ | - | ------ |  | ---- | ------- |  | - | -------
|                                                      |  | Three Months EndedSeptember 30,                      |        | Nine Months EndedSeptember 30,
|                                                      |  | 2007                                                 |        | 2006                           |   | 2007   |  | 2006
|                                                      |  | (Unaudited) (In thousands, except per share amounts)
|Revenues                                              |  | $                                                    | 55,530 |                                | $ | 43,902 |  | $    | 162,272 |  | $ | 129,278
|Costs and expenses:                                   |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Instructional costs and services                      |  |                                                      | 24,759 |                                |   | 20,131 |  |      | 72,869  |  |   | 61,473 
|Marketing and promotional                             |  |                                                      | 17,583 |                                |   | 14,967 |  |      | 52,753  |  |   | 42,540 
|General and administrative                            |  |                                                      | 6,865  |                                |   | 4,741  |  |      | 19,364  |  |   | 15,115 
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Total costs and expenses                              |  |                                                      | 49,207 |                                |   | 39,839 |  |      | 144,986 |  |   | 119,128
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Operating income                                      |  |                                                      | 6,323  |                                |   | 4,063  |  |      | 17,286  |  |   | 10,150 
|Other income, net                                     |  |                                                      | 1,253  |                                |   | 1,123  |  |      | 3,477   |  |   | 3,094  
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Income before income taxes                            |  |                                                      | 7,576  |                                |   | 5,186  |  |      | 20,763  |  |   | 13,244 
|Income tax expense                                    |  |                                                      | 2,514  |                                |   | 2,145  |  |      | 7,074   |  |   | 5,506  
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Net income                                            |  | $                                                    | 5,062  |                                | $ | 3,041  |  | $    | 13,689  |  | $ | 7,738  
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Net income per common share:                          |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Basic                                                 |  | $                                                    | 0.30   |                                | $ | 0.26   |  | $    | 0.83    |  | $ | 0.66   
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Diluted                                               |  | $                                                    | 0.29   |                                | $ | 0.25   |  | $    | 0.80    |  | $ | 0.64   
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Weighted average number of common shares outstanding: |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Basic                                                 |  |                                                      | 16,810 |                                |   | 11,731 |  |      | 16,411  |  |   | 11,691 
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        
|Diluted                                               |  |                                                      | 17,611 |                                |   | 12,063 |  |      | 17,177  |  |   | 12,021 
|                                                      |  |                                                      |        |                                |   |        |  |      |         |  |   |        

The accompanying notes are an integral part of these consolidated financial statements.



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CAPELLA EDUCATION COMPANY

Consolidated Statements of Cash Flows



|                                                                                  |  |                                 |          |   |      |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                  |  | Nine Months Ended September 30, |         
|                                                                                  |  | 2007                            |          |   | 2006 |  
|                                                                                  |  | (Unaudited)                     |         
|                                                                                  |  | (In thousands)                  |         
|Operating activities                                                              |  |                                 |          |   |      |   |          |  
|Net income                                                                        |  | $                               | 13,689   |   |      | $ | 7,738    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |          |   |      |   |          |  
|Provision for bad debts                                                           |  |                                 | 2,583    |   |      |   | 2,026    |  
|Depreciation and amortization                                                     |  |                                 | 7,277    |   |      |   | 6,046    |  
|Amortization of investment discount (premium)                                     |  |                                 | 139      |   |      |   | (236     | )
|Asset impairment                                                                  |  |                                 | 31       |   |      |   | 23       |  
|Stock-based compensation                                                          |  |                                 | 2,532    |   |      |   | 2,720    |  
|Noncash equity-related expense                                                    |  |                                 |         |   |      |   | 224      |  
|Excess tax benefits from stock-based compensation                                 |  |                                 | (3,942   | ) |      |   | (28      | )
|Deferred income taxes                                                             |  |                                 | (423     | ) |      |   | (654     | )
|Changes in operating assets and liabilities:                                      |  |                                 |          |   |      |   |          |  
|Accounts receivable                                                               |  |                                 | (2,248   | ) |      |   | (2,001   | )
|Prepaid expenses and other current assets                                         |  |                                 | (348     | ) |      |   | (1,101   | )
|Accounts payable and accrued liabilities                                          |  |                                 | 5,021    |   |      |   | (76      | )
|Income taxes payable                                                              |  |                                 | 3,128    |   |      |   | 2,811    |  
|Deferred rent                                                                     |  |                                 | (477     | ) |      |   | (409     | )
|Deferred revenue                                                                  |  |                                 | 782      |   |      |   | 1,378    |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Net cash provided by operating activities                                         |  |                                 | 27,744   |   |      |   | 18,461   |  
|                                                                                  |  |                                
|Investing activities                                                              |  |                                 |          |   |      |   |          |  
|Capital expenditures                                                              |  |                                 | (14,070  | ) |      |   | (11,132  | )
|Purchases of marketable securities                                                |  |                                 | (178,154 | ) |      |   | (163,782 | )
|Sales of marketable securities                                                    |  |                                 | 160,067  |   |      |   | 151,732  |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Net cash used in investing activities                                             |  |                                 | (32,157  | ) |      |   | (23,182  | )
|                                                                                  |  |                                
|Financing activities                                                              |  |                                 |          |   |      |   |          |  
|Payments of capital lease obligations and notes payable                           |  |                                 | (1       | ) |      |   | (2,189   | )
|Excess tax benefits from stock-based compensation                                 |  |                                 | 3,942    |   |      |   | 28       |  
|Net proceeds from exercise and repurchase of stock options                        |  |                                 | 8,527    |   |      |   | (108     | )
|Net proceeds from issuance of common stock                                        |  |                                 | 10,916   |   |      |   |         |  
|Employee Stock Ownership Plan distributions                                       |  |                                 |         |   |      |   | (6       | )
|                                                                                  |  |                                 |          |   |      |   |          |  
|Net cash provided by (used in) financing activities                               |  |                                 | 23,384   |   |      |   | (2,275   | )
|                                                                                  |  |                                 |          |   |      |   |          |  
|                                                                                  |  |                                
|Net increase (decrease) in cash and cash equivalents                              |  |                                 | 18,971   |   |      |   | (6,996   | )
|Cash and cash equivalents at beginning of period                                  |  |                                 | 22,491   |   |      |   | 13,972   |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                               | 41,462   |   |      | $ | 6,976    |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|                                                                                  |  |                                
|Supplemental disclosures of cash flow information                                 |  |                                 |          |   |      |   |          |  
|Interest paid                                                                     |  | $                               |         |   |      | $ | 22       |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Income taxes paid                                                                 |  | $                               | 4,354    |   |      | $ | 3,348    |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Noncash transactions:                                                             |  |                                 |          |   |      |   |          |  
|Purchase of equipment through capital lease obligations                           |  | $                               |         |   |      | $ | 16       |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Purchase of equipment included in accounts payable and accrued liabilities        |  | $                               | 592      |   |      | $ | 1,771    |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Retirement of equipment financed through capital lease obligations                |  | $                               | 11       |   |      | $ |         |  
|                                                                                  |  |                                 |          |   |      |   |          |  
|Issuance of common stock to the Employee Stock Ownership Plan                     |  | $                               |         |   |      | $ | 1,241    |  
|                                                                                  |  |                                 |          |   |      |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.



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CAPELLA EDUCATION COMPANY

Notes to Consolidated Financial Statements

(In thousands, except per share
data)

1. Nature of Business

Capella Education Company (the Company) was incorporated on December 27, 1991. Through its wholly-owned subsidiary, Capella University (the University), the Company manages its business on the basis of one reportable segment. The
University is an online post-secondary education services company that offers a variety of bachelors, masters and doctoral degree programs primarily delivered to working adults. Capella University is accredited by The Higher Learning
Commission and is a member of the North Central Association of Colleges and Schools (NCA).

2. Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of the Company and the University, after elimination of all intercompany accounts and transactions.

Unaudited Interim Financial Information

The accompanying unaudited consolidated financial
statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, these statements include all adjustments (consisting
of normal recurring adjustments) considered necessary to present a fair statement of our consolidated results of operations, financial position and cash flows. Operating results for any interim period are not necessarily indicative of the results
that may be expected for the full year. Preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the
reported amounts in the financial statements and footnotes. Actual results could differ from those estimates. This Quarterly Report on Form 10-Q should be read in conjunction with the Companys consolidated financial statements and footnotes
included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (2006 Annual Report on Form 10-K).



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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Contingencies

The Company
accrues for costs associated with contingencies including, but not limited to, regulatory compliance and legal matters when such costs are probable and reasonably estimable. Liabilities established to provide for contingencies are adjusted as
further information develops, circumstances change, or contingencies are resolved. The Company bases these accruals on managements estimate of such costs, which may vary from the ultimate cost and expenses associated with any such contingency.

3. Net Income Per Common Share

Basic
net income per common share is based on the weighted average number of shares of common stock outstanding during the period and, since our preferred stock participated in receipt of dividends equally to common stockholders, also reflects the
dilutive effects of the outstanding shares of our preferred stock. Diluted net income per common share increases the shares used in the per share calculation by the dilutive effects of options and warrants.

The table below is a reconciliation of the numerator and denominator in the basic and diluted net income per common share calculation.



|                                                                                        |  |                                 |        |                                |   |        |  |      |        |  |   |       
|--------------------------------------------------------------------------------------- |  | ------------------------------- | ------ | ------------------------------ | - | ------ |  | ---- | ------ |  | - | ------
|                                                                                        |  | Three Months EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|                                                                                        |  | 2007                            |        | 2006                           |   | 2007   |  | 2006
|                                                                                        |  | (Unaudited)                    
|Numerator:                                                                              |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Net income                                                                              |  | $                               | 5,062  |                                | $ | 3,041  |  | $    | 13,689 |  | $ | 7,738 
|Denominator:                                                                            |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Denominator for basic net income per common share  weighted average shares outstanding |  |                                 | 16,810 |                                |   | 11,731 |  |      | 16,411 |  |   | 11,691
|Effect of dilutive stock options and warrants                                           |  |                                 | 801    |                                |   | 332    |  |      | 766    |  |   | 330   
|                                                                                        |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Denominator for diluted net income per common share                                     |  |                                 | 17,611 |                                |   | 12,063 |  |      | 17,177 |  |   | 12,021
|                                                                                        |  |                                 |        |                                |   |        |  |      |        |  |   |       
|Basic net income per common share                                                       |  | $                               | 0.30   |                                | $ | 0.26   |  | $    | 0.83   |  | $ | 0.66  
|Diluted net income per common share                                                     |  | $                               | 0.29   |                                | $ | 0.25   |  | $    | 0.80   |  | $ | 0.64  

Options to purchase 80 and 918 common shares, respectively, were outstanding but not included in
the computation of diluted net income per common share in the three months ended September 30, 2007 and 2006, respectively, because their effect would be antidilutive. Options to purchase 43 and 696 common shares, respectively, were outstanding
but not included in the computation of diluted net income per common share in the nine months ended September 30, 2007 and 2006, respectively, because their effect would be antidilutive.

4. Income Taxes

The Company adopted the provisions
of FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109(FIN 48) on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no
adjustment in the liability for unrecognized income tax benefits. At the adoption date of January 1, 2007, the Company had $269 of total gross unrecognized tax benefits. Of this total, $175 (net of the federal benefit on state issues),
represents the amount of unrecognized tax benefits that, if recognized, would favorably affect its effective income tax rate in future periods. There were no material adjustments for the unrecognized income tax benefits in the nine months ended
September 30, 2007.

The Company is subject to U.S. federal income tax as well as income tax of multiple state jurisdictions.
Currently, no jurisdictions are under examination.

The Company continues to recognize interest and penalties related to uncertain tax
positions in income tax expense. Upon adoption of FIN 48, the Company had less than $1 of accrued interest related to uncertain tax positions.



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For federal purposes, tax years 1998-2006 remain open to examination as a result of earlier net operating
losses being utilized in recent years. The statute of limitations remains open on the earlier years for three years subsequent to the utilization of net operating losses. For state purposes, the statute of limitations remains open in a similar
manner for states that have generated net operating losses.

The Company does not anticipate any significant increases or decreases in
unrecognized tax benefits within the next twelve months. Immaterial amounts of interest expense will continue to accrue. In September of 2007, the statute of limitations expired on federal issues related to tax years 1995-1997. There was no material
impact on the unrecognized tax benefits related to the expiration of the statute of limitations for tax years 1995-1997.

5. Accrued Liabilities

Accrued liabilities consist of the following:



|                                  |  |                          |        |                         |   |       
|--------------------------------- |  | ------------------------ | ------ | ----------------------- | - | ------
|                                  |  | As of September 30, 2007 |        | As of December 31, 2006
|                                  |  | (Unaudited)              |        |                        
|Accrued compensation and benefits |  | $                        | 8,521  |                         | $ | 3,618 
|Accrued instructional fees        |  |                          | 4,435  |                         |   | 4,470 
|Accrued vacation                  |  |                          | 1,277  |                         |   | 1,047 
|Customer deposits                 |  |                          | 1,614  |                         |   | 1,218 
|Other                             |  |                          | 8,382  |                         |   | 8,245 
|                                  |  |                          |        |                         |   |       
|                                  |  | $                        | 24,229 |                         | $ | 18,598
|                                  |  |                          |        |                         |   |       

6. Litigation

In the ordinary conduct of business, the Company is subject to various lawsuits and claims covering a wide range of matters, including, but not limited to, claims involving learners or graduates and routine employment
matters. The Company does not believe that the outcome of any pending claims will have a material adverse impact on its consolidated financial position or results of operations.

7. Stock-Based Compensation

The table below reflects our stock-based compensation expense recognized
in the consolidated statements of income for the three and nine months ended September 30, 2007 and 2006:



|                                                              |  |                                  |     |                                |   |      |  |      |       |  |   |      
|------------------------------------------------------------- |  | -------------------------------- | --- | ------------------------------ | - | ---- |  | ---- | ----- |  | - | -----
|                                                              |  | Three Months Ended September 30, |     | Nine MonthsEnded September 30,
|                                                              |  | 2007                             |     | 2006                           |   | 2007 |  | 2006
|                                                              |  | (Unaudited)                     
|Instructional costs and services                              |  | $                                | 257 |                                | $ | 250  |  | $    | 844   |  | $ | 701  
|Marketing and promotional                                     |  |                                  | 157 |                                |   | 86   |  |      | 485   |  |   | 317  
|General and administrative                                    |  |                                  | 386 |                                |   | 277  |  |      | 1,203 |  |   | 1,702
|                                                              |  |                                  |     |                                |   |      |  |      |       |  |   |      
|Stock-based compensation expense included in operating income |  |                                  | 800 |                                |   | 613  |  |      | 2,532 |  |   | 2,720
|Tax benefit                                                   |  |                                  | 191 |                                |   | 105  |  |      | 608   |  |   | 654  
|                                                              |  |                                  |     |                                |   |      |  |      |       |  |   |      
|Stock-based compensation expense, net of tax                  |  | $                                | 609 |                                | $ | 508  |  | $    | 1,924 |  | $ | 2,066
|                                                              |  |                                  |     |                                |   |      |  |      |       |  |   |      

The total stock-based compensation expense recognized during the three and nine months ended September 30,
2006 included ($85) and $808, respectively, of compensation expense related to performance-based stock options. The total income tax benefit recognized during the three and nine months ended September 30, 2006 included ($32) and $301,
respectively, of income tax (expense) benefit related to performance-based stock options. The Company recorded a reduction in stock-based compensation expense and income tax benefit related to performance options in the three months ended
September 30, 2006 due to a change in the estimate of the number of options that would vest. There has been no stock-based compensation expense recognized in 2007 for performance-based stock options.



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The tables below summarize stock option activity and other stock option information for the periods
indicated:



|                                        |  |                    |           |  |                          |               |  |                                |           |  |   |      
|--------------------------------------- |  | ------------------ | --------- |  | ------------------------ | ------------- |  | ------------------------------ | --------- |  | - | -----
|                                        |  | Availablefor Grant |           |  | Plan Options Outstanding |               |  | Weighted-AverageExercise Price
|                                        |  |                    | Incentive |  |                          | Non-Qualified |  |                                | per Share
|Service-based Stock Options             |  |                    |           |  |                          |               |  |                                |           |  |   |      
|Balance, December 31, 2006              |  | 1,978              |           |  | 978                      |               |  | 1,010                          |           |  | $ | 16.46
|Granted                                 |  | (185               | )         |  |                         |               |  | 185                            |           |  |   | 42.13
|Exercised                               |  |                   |           |  | (320                     | )             |  | (206                           | )         |  |   | 13.43
|Canceled                                |  | 43                 |           |  | (27                      | )             |  | (31                            | )         |  |   | 19.74
|                                        |  |                    |           |  |                          |               |  |                                |           |  |   |      
|Balance, September 30, 2007 (unaudited) |  | 1,836              |           |  | 631                      |               |  | 958                            |           |  |   | 20.33
|                                        |  |                    |           |  |                          |               |  |                                |           |  |   |      
|                                        |  |                    |           | 
|Performance-based Stock Options         |  |                    |           |  |                          |               |  |                                |           |  |   |      
|Balance, December 31, 2006              |  |                    |           |  | 1                        |               |  | 189                            |           |  | $ | 20.00
|Exercised                               |  |                    |           |  | (1                       | )             |  | (77                            | )         |  |   | 20.00
|                                        |  |                    |           |  |                          |               |  |                                |           |  |   |      
|Balance, September 30, 2007 (unaudited) |  |                    |           |  |                         |               |  | 112                            |           |  |   | 20.00
|                                        |  |                    |           |  |                          |               |  |                                |           |  |   |      



|                                                            |  |                  |  |                                  |       |                                              |     |                           |   |       
|----------------------------------------------------------- |  | ---------------- |  | -------------------------------- | ----- | -------------------------------------------- | --- | ------------------------- | - | ------
|                                                            |  | Number of Shares |  | Weighted- Average Exercise Price |       | Weighted- Average Remaining Contractual Term |     | Aggregate Intrinsic Value
|Service-based Stock Options                                 |  |                  |  |                                  |       |                                              |     |                           |   |       
|Balance at September 30, 2007 (unaudited)                   |  | 1,589            |  | $                                | 20.33 |                                              | 6.5 |                           | $ | 56,563
|Vested and expected to vest, September 30, 2007 (unaudited) |  | 1,502            |  | $                                | 20.06 |                                              | 6.5 |                           | $ | 53,856
|Exercisable, September 30, 2007 (unaudited)                 |  | 763              |  | $                                | 16.43 |                                              | 5.7 |                           | $ | 30,108

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the
difference between the Companys closing stock price on September 30, 2007 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their
options on September 30, 2007. The amount of aggregate intrinsic value will change based on the fair market value of the Companys stock.

Restricted stock activity for the nine months ended September 30, 2007 is summarized as follows:



|                                        |  |                  |  |                                                   |      
|--------------------------------------- |  | ---------------- |  | ------------------------------------------------- | -----
|                                        |  | Number of Shares |  | Weighted- Average Grant Date Fair Value per Share
|Restricted Stock                        |  |                  |  |                                                   |      
|Balance, December 31, 2006              |  |                 |  | $                                                 |     
|Granted                                 |  | 1                |  |                                                   | 51.69
|Vested                                  |  |                 |  |                                                   |     
|Forfeited                               |  |                 |  |                                                   |     
|                                        |  |                  |  |                                                   |      
|Balance, September 30, 2007 (unaudited) |  | 1                |  | $                                                 | 51.69
|                                        |  |                  |  |                                                   |      

During the year ended December 31, 2006, the Company granted performance-based stock options
to purchase 255 shares of common stock at a weighted-average exercise price per share of $20.00. At December 31, 2006, 74.5% of these performance-based stock options vested and were exercisable based on meeting certain performance thresholds
related to planned revenue and income before income taxes. The remaining 25.5% of these performance-based stock options were canceled. The outstanding performance-based stock options had a weighted-average remaining contractual life of 8.4 years and
an aggregate intrinsic value of $4,053 at September 30, 2007.

The following table summarizes information regarding all stock option
exercises for the nine months ended September 30, 2007 (unaudited):



|                                                |  |   |       
|----------------------------------------------- |  | - | ------
|Proceeds from stock options exercised           |  | $ | 8,527 
|Tax benefits related to stock options exercised |  |   | 5,379 
|Intrinsic value of stock options exercised      |  |   | 16,110



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Intrinsic value of stock options exercised is estimated by taking the difference between the
Companys closing stock price on the date of exercise and the exercise price, multiplied by the number of options exercised for each option holder and then aggregated.

As of September 30, 2007, total compensation cost related to nonvested service-based stock options not yet recognized was $7,358, which is expected
to be recognized over the next 28 months on a weighted-average basis.

8. Regulatory Supervision and Oversight

The University is subject to extensive regulation by federal and state governmental agencies and accrediting bodies. In particular, the Higher Education
Act (HEA) and the regulations promulgated thereunder by the U.S. Department of Education (DOE) subject the University to significant regulatory scrutiny on the basis of numerous standards that schools must satisfy to participate in the various types
of federal learner financial assistance under Title IV Programs.

To participate in the Title IV Programs, an institution must be
authorized to offer its programs of instruction by the relevant agencies of the state in which it is located, accredited by an accrediting agency recognized by the DOE and certified as eligible by the DOE. The DOE will certify an institution to
participate in the Title IV Programs only after the institution has demonstrated compliance with the HEA and the DOEs extensive academic, administrative, and financial regulations regarding institutional eligibility. An institution must also
demonstrate its compliance with these requirements to the DOE on an ongoing basis.

The Company performs periodic reviews of its compliance
with the various applicable regulatory requirements. The Company has not been notified by any of the various regulatory agencies of any significant noncompliance matters that would adversely impact its ability to participate in Title IV programs,
however, the Office of Inspector General (the OIG) of the Department of Education has conducted a compliance audit of the University. The OIG is responsible for, among other things, promoting the effectiveness and integrity of the Department of
Educations programs and operations. The audit commenced on April 10, 2006 and the Company subsequently provided the OIG with periodic information, responded to follow up inquiries and facilitated site visits and access to the
Companys records. The OIG completed its field work in January 2007 and the Company received a draft audit report on August 23, 2007. The draft audit report is preliminary, and is subject to further review and revision by the OIG. The
Company provided written comments on the draft audit report to the OIG on September 25, 2007. At some time in the future, the OIGs final report will be issued to the Acting Chief Operating Officer for Federal Student Aid, who will
subsequently issue final findings and requirements for the University. The most significant potential financial exposure from the audit pertains to repayments to the Department of Education that could be required if the OIG concludes that the
Company did not properly calculate the amount of Title IV funds required to be returned for learners that withdrew from Capella University without providing an official notification of such withdrawal and without engaging in academic activity prior
to such withdrawal. If it is determined that the University improperly withheld any portion of these funds, the University would be required to return the improperly withheld funds. For the three year audit period, and for the 2005-2006 aid year,
the Company estimates that the total amount of Title IV funds not returned for learners who withdrew without providing official notification was less than $1.0 million, including interest, but not including fines and penalties.

Political and budgetary concerns significantly affect the Title IV Programs. Congress reauthorizes the HEA and other laws governing Title IV Programs
approximately every five to eight years. The last reauthorization of the HEA was completed in 1998. Although the process for reauthorization of the HEA is underway, there is no assurance on when or if it will be completed. Because reauthorization
has not yet been completed in a timely manner, Congress has extended the current provisions of the HEA through March 31, 2008. Additionally, Congress reviews and determines appropriations for Title IV programs on an annual basis through the
budget and appropriations processes. As of September 30, 2007, programs in which the Companys learners participate are operative and sufficiently funded.

As an exclusively online university, the 50% Rule, enacted in 1992, would preclude the Companys learners from participating in Title IV programs. However, the 50% Rule was repealed (effective
July 1, 2006) as part of the Higher Education Reconciliation Act, which was part of the Deficit Reduction Act signed into law by President Bush on February 8, 2006. The Deficit Reduction Act is currently being challenged in court by
private plaintiffs alleging that the act is invalid due to discrepancies between non-education related provisions of the House and Senate bills. Although the legal challenges do not relate to the 50% Rule, an invalidation of the Deficit Reduction
Act could reinstate the provisions of the 50% Rule. Therefore, should the plaintiffs prevail in the pending litigation, the Company may need to find alternative ways of either qualifying for Title IV or providing alternative student financing
vehicles.

In addition to the DOE and state higher education regulatory bodies, other governmental entities exercise oversight authority
over our business practices. In April 2007, the Company received inquiries from the New York and Minnesota Attorneys General in connection with their ongoing reviews of financial aid practices at various colleges and universities. As part of its
inquiry, the New York Attorney General requested information regarding the relationship between Student Loan Express, one of 15 institutions currently listed by the Company as a recommended student lender, and Timothy Lehmann, the Companys
former Director of Financial Aid.



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On May 15, 2007, the Company announced settlements with the attorneys general of New York
and Minnesota. In connection with these settlements, the Company has adopted a code of conduct recently established by the New York Attorney General, which is similar to our existing financial aid practices. The Company did not pay any fines or
restitution in connection with these settlements.

On April 19, 2007, the Company received a letter of inquiry from U.S. Senator
Edward Kennedy, Chairman of the Senate Health, Education, Labor and Pensions Committee (HELP Committee), related to the Committees oversight of the federally-guaranteed student loan program. The Company has responded to this inquiry, which
appeared to focus on similar issues to those raised by the New York Attorney General. On June 14, 2007, the HELP Committee released its Report on Marketing Practices in the Federal Family Education Loan Program. While the
Committees inquiry into Capella has not officially concluded, the Company has received no further requests for information or to appear before the Committee.

On May 21, 2007, the Company received a letter of inquiry from the OIG. This inquiry focused on similar issues to those raised by the Attorneys General and Senator Kennedys committee, and the Company met
with OIG personnel in July 2007 and provided documentation to the OIG to respond to their inquiry. The Company has received no further requests for information regarding this inquiry from the OIG since the initial response and meeting.



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the
consolidated financial statements and related notes that appear elsewhere in this report.

Forward-Looking Statements

Statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact should be considered forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act). In addition, certain statements in our future filings with the Securities and Exchange Commission, in press releases, and in oral and written
statements made by us or with our approval that are not statements of historical fact constitute forward-looking statements within the meaning of the Act. Examples of forward-looking statements include, but are not limited to, statements regarding:
proposed new programs; regulatory developments; projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results and future economic performance; and statements of managements goals and
objectives and other similar expressions concerning matters that are not historical facts. Words such as may, should, could, would, predicts, potential, continue,
expects, anticipates, future, intends, plans, believes, estimates and similar expressions, as well as statements in future tense, are intended to identify
forward-looking statements, but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described
in Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as updated in our Form 10-Q for the quarter ended March 31, 2007, and other subsequent reports filed with
the SEC, including any updates found in Part II, Item 1A of this report on Form 10-Q. The performance of our business and our securities may be adversely affected by these factors and by other factors common to other businesses and investments,
or to the general economy. Forward-looking statements are qualified by some or all of these risk factors. Therefore, you should consider these risk factors with caution and form your own critical and independent conclusions about the likely effect
of these risk factors on our future performance. Such forward-looking statements speak only as of the date on which statements are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after
the date on which such statement is made to reflect the occurrence of unanticipated events or circumstances. Readers should carefully review the disclosures and the risk factors described in this and other documents we file from time to time with
the Securities and Exchange Commission (SEC).



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Overview

Background

We are an exclusively online post-secondary education services company. Our wholly owned subsidiary,
Capella University, is a regionally accredited university that offers a variety of undergraduate and graduate degree programs primarily delivered to working adults. At September 30, 2007, we offered over 870 courses and 19 academic programs
with 101 specializations at the graduate and undergraduate levels to approximately 20,300 learners.

We were founded in 1991, and in 1993
we established our wholly owned university subsidiary, then named The Graduate School of America, to offer doctoral and masters degrees through distance learning programs in management, education, human services and interdisciplinary studies.
In 1995, we launched our online format for delivery of our doctoral and masters degree programs over the Internet. In 1997, our university subsidiary received accreditation from the North Central Association of Colleges and Schools (later
renamed The Higher Learning Commission of the North Central Association of Colleges and Schools). In 1998, we began the expansion of our original portfolio of academic programs by introducing doctoral and masters degrees in psychology and a
master of business administration degree. In 1999, to expand the reach of our brand in anticipation of moving into the bachelors degree market, we changed our name to Capella Education Company and the name of our university to Capella
University. In 2000, we introduced our bachelors degree completion program in information technology, which provided instruction for the last two years of a four-year bachelors degree. In 2001, we introduced our bachelors degree
completion program in business administration. In 2004, we introduced our four-year bachelors degree programs in business administration and information technology, as well as three masters level specializations in education targeted at
K-12 teachers. In 2005, we introduced two masters level specializations in education targeted to higher education and K-12 teachers as well as a masters in business administration specialization in accounting. In 2006, we introduced
seven specializations including healthcare management, accounting and information assurance and security. Additionally, in November 2006, we completed an initial public offering of our common stock. During the nine months ended September 30,
2007, we introduced six new programs and 27 new specializations.

Critical Accounting Policies and Use of Estimates

Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. During the nine months
ended September 30, 2007, there have been no significant changes in our critical accounting policies.

Results of Operations

The following table sets forth statements of operations data as a percentage of revenues for each of the periods indicated:



|                                 |  |                                 |   |  |                                |   |  |       |   |  |       |  
|-------------------------------- |  | ------------------------------- | - |  | ------------------------------ | - |  | ----- | - |  | ----- | -
|                                 |  | Three MonthsEnded September 30, |   |  | Nine MonthsEnded September 30, |  
|                                 |  | 2007                            |   |  | 2006                           |   |  | 2007  |   |  | 2006  |  
|Revenues                         |  | 100.0                           | % |  | 100.0                          | % |  | 100.0 | % |  | 100.0 | %
|Costs and expenses               |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Instructional costs and services |  | 44.6                            |   |  | 45.9                           |   |  | 44.9  |   |  | 47.6  |  
|Marketing and promotional        |  | 31.6                            |   |  | 34.0                           |   |  | 32.5  |   |  | 32.9  |  
|General and administrative       |  | 12.4                            |   |  | 10.8                           |   |  | 11.9  |   |  | 11.7  |  
|                                 |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Total costs and expenses         |  | 88.6                            |   |  | 90.7                           |   |  | 89.3  |   |  | 92.2  |  
|                                 |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Operating income                 |  | 11.4                            |   |  | 9.3                            |   |  | 10.7  |   |  | 7.8   |  
|Other income, net                |  | 2.3                             |   |  | 2.6                            |   |  | 2.1   |   |  | 2.4   |  
|                                 |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Income before income taxes       |  | 13.7                            |   |  | 11.9                           |   |  | 12.8  |   |  | 10.2  |  
|Income tax expense               |  | 4.5                             |   |  | 4.9                            |   |  | 4.4   |   |  | 4.3   |  
|                                 |  |                                 |   |  |                                |   |  |       |   |  |       |  
|Net income                       |  | 9.2                             | % |  | 7.0                            | % |  | 8.4   | % |  | 5.9   | %
|                                 |  |                                 |   |  |                                |   |  |       |   |  |       |  

Three Months Ended September 30, 2007 Compared to Three Months Ended September 30,
2006

Revenues.Our revenues for the three months ended September 30, 2007 were $55.5 million, representing an
increase of $11.6 million, or 26.5%, as compared to revenues of $43.9 million for the three months ended September 30, 2006. Of this increase, 22.5 percentage points were due to increased enrollments and 4.7 percentage points were due to the
impact of pricing increases, which was partially offset by a 0.8 percentage point decrease due to a larger proportion of masters learners, who generated less revenue per learner than our doctoral learners. End-of-period enrollment increased
23.8% in 2007 compared to 2006.

Instructional costs and services expenses.Our instructional costs and services expenses for
the three months ended September 30, 2007 were $24.8 million, representing an increase of $4.6 million, or 23.0%, as compared to instructional costs and services expenses of $20.1 million for the three months ended September 30, 2006. This
increase was primarily due to an increase in learner support services and increases in instructional pay as a result of the increase in enrollments. Our instructional costs and



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services expenses as a percentage of revenues decreased by 1.3 percentage points to 44.6% for the three months ended September 30, 2007, as compared to
45.9% for the three months ended September 30, 2006. This decrease in 2007 was primarily due to a decrease in the ratio between faculty compensation and revenue and increased efficiencies in our information technology department, partially
offset by an increase in bonus expense due to a higher expected payout in 2007 than in 2006.

Marketing and promotional expenses.Our marketing and promotional expenses for the three months ended September 30, 2007 were $17.6 million, representing an increase of $2.6 million, or 17.5%, as compared to marketing and promotional expenses of $15.0 million for the
three months ended September 30, 2006. This increase was driven by greater spending in targeted marketing and online media and an increase in recruitment and marketing staffing. Our marketing and promotional expenses as a percentage of revenues
decreased by 2.4 percentage points to 31.6% for the three months ended September 30, 2007, from 34.0% for the three months ended September 30, 2006. This improvement reflects both proportionately greater marketing spending in the first
half of 2007 when compared to 2006 and efficiency improvements across marketing enrollment spending.

General and administrative
expenses.Our general and administrative expenses for the three months ended September 30, 2007 were $6.9 million, representing an increase of $2.1 million, or 44.8%, as compared to general and administrative expenses of $4.7 million
for the three months ended September 30, 2006. This increase was primarily attributable to increases in costs related to being a public company, an increase in bonus expense due to a higher expected payout in 2007 than in 2006, and higher legal
costs. A significant portion of our legal costs for the three months ended September 30, 2007 related to increased pre-trial activity in on-going litigation initiated by a former learner, which litigation includes both his claims against us and
our counterclaims against him. This litigation against us, alleging inadequate access to our courserooms under federal and state disability laws is scheduled for trial in November 2007, as is an appeal on our counterclaim for defamation and
interference with business relations. Our general and administrative expenses as a percentage of revenues increased by 1.6 percentage points to 12.4% for the three months ended September 30, 2007, from 10.8% for the three months ended
September 30, 2006 due to an increase in bonus expense, public company expenses and increased legal costs as discussed above, offset by a decrease in certain contingency expenses.

Other income, net.Other income, net increased by $0.1 million, or 11.6%, to $1.3 million for the three months ended September 30,
2007, from $1.1 million for the three months ended September 30, 2006. The increase was principally due to increased levels of interest income on higher average cash and marketable securities balances, partially offset by lower levels of
interest income from investing exclusively in tax-exempt investments in the third quarter of 2007.

Income tax expense.We
recognized tax expense for the three months ended September 30, 2007 and 2006 of $2.5 million and $2.1 million, respectively, or at effective tax rates of 33.2% and 41.4%, respectively. The decrease in our effective tax rate in the third
quarter of 2007 from 2006 was primarily due to the increased use of tax-exempt investments, a decrease in the impact of non-deductible FAS 123(R) stock-based compensation expense for incentive stock options and a decrease in the amount of
non-deductible meals and entertainment expenses.

Net income.Net income was $5.1 million for the three months ended
September 30, 2007, compared to net income of $3.0 million for the three months ended September 30, 2006, an increase of $2.0 million, because of the factors discussed above. Overall our bonus expense in the three months ended
September 30, 2007 is higher than the same period in the prior year because of the higher expected payout of the bonus in 2007 and because we granted performance-based stock options in lieu of a cash bonus for certain executives in 2006.

Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006

Revenues.Our revenues for the nine months ended September 30, 2007 were $162.3 million, representing an increase of $33.0 million, or
25.5%, as compared to revenues of $129.3 million for the nine months ended September 30, 2006. Of this increase, 23.1 percentage points were due to increased enrollments and 3.4 percentage points were due to the impact of pricing increases,
which was partially offset by a 1.0 percentage point decrease due to a larger proportion of masters learners, who generated less revenue per learner than our doctoral learners. End-of-period enrollment increased 23.8% in 2007 compared to 2006.

Instructional costs and services expenses.Our instructional costs and services expenses for the nine months ended
September 30, 2007 were $72.9 million, representing an increase of $11.4 million, or 18.5%, as compared to instructional costs and services expenses of $61.5 million for the nine months ended September 30, 2006. This increase was primarily
due to an increase in learner support services and increases in instructional pay as a result of the increase in enrollments, as well as an increase in information technology expenses and depreciation due to the implementation of additional modules
of our enterprise resource planning system, and an increase in bonus expense due to a higher expected payout in 2007 than in 2006. Our instructional costs and



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services expenses as a percentage of revenues decreased by 2.7 percentage points to 44.9% for the nine months ended September 30, 2007, as compared to
47.6% for the nine months ended September 30, 2006. This decrease in 2007 was driven by improvements in our variable cost structure due to ongoing work on process improvements, including more efficient course scheduling and use of faculty, a
decrease in the ratio between faculty pay and revenue, and a higher mix of capitalized software projects versus expense projects in 2007 as compared to 2006.

Marketing and promotional expenses.Our marketing and promotional expenses for the nine months ended September 30, 2007 were $52.8 million, representing an increase of $10.2 million, or 24.0%, as
compared to marketing and promotional expenses of $42.5 million for the nine months ended September 30, 2006. This increase was driven by greater spending in online media and an increase in recruitment and marketing staffing. Our marketing and
promotional expenses as a percentage of revenues decreased by 0.4 percentage points to 32.5% for the nine months ended September 30, 2007, from 32.9% for the nine months ended September 30, 2006 due to efficiency improvements across
marketing enrollment spending, partially offset by an increase in bonus expense due to a higher expected payout in 2007 than in 2006.

General and administrative expenses.Our general and administrative expenses for the nine months ended September 30, 2007 were $19.4 million, representing an increase of $4.3 million or 28.1%, as compared to general and
administrative expenses of $15.1 million for the nine months ended September 30, 2006. This increase was primarily attributable to increases in costs related to being a public company, an increase in bonus expense due to a higher expected
payout in 2007 than in 2006, an increase in legal costs, and an increase in bad debt expense related to the increase in revenue. Our year to date legal costs have increased, in part, due to increased pre-trial activity in on-going litigation
initiated by a former learner, which litigation includes both his claims against us and our counterclaims against him. This litigation against us, alleging inadequate access to our courserooms under federal and state disability laws, is scheduled
for trial in November 2007, as is an appeal on our counterclaim for defamation and interference with business relations. Our general and administrative expenses as a percentage of revenues increased by 0.2 percentage points to 11.9% for the nine
months ended September 30, 2007, from 11.7% for the nine months ended September 30, 2006 due to increased public company and legal expenses, partially offset by a decrease in the use of external contractors and training expenses related to
our enterprise resource planning system.

Other income, net.Other income, net increased by $0.4 million, or 12.4%, to $3.5
million for the nine months ended September 30, 2007, from $3.1 million for the nine months ended September 30, 2006. The increase was primarily due to increased levels of interest income on higher average cash and marketable securities
balances, partially offset by lower levels of interest income from the higher proportion of tax-exempt investments in the nine months of 2007.

Income tax expense.We recognized tax expense for the nine months ended September 30, 2007 and 2006 of $7.1 million and $5.5 million, respectively, or at effective tax rates of 34.1% and 41.6%, respectively. The decrease
in our effective tax rate in 2007 from 2006 was primarily due to the increased use of tax-exempt investments, a decrease in the impact of non-deductible FAS 123(R) stock-based compensation expense for incentive stock options and a decrease in the
amount of non-deductible meals and entertainment expenses.

Net income.Net income was $13.7 million for the nine months
ended September 30, 2007, compared to net income of $7.7 million for the nine months ended September 30, 2006, an increase of $6.0 million, because of the factors discussed above.

Liquidity and Capital Resources

Liquidity

We financed our operating activities and capital expenditures during the nine months ended September 30, 2007 and 2006
primarily through cash provided by operating activities. Our cash, cash equivalents and marketable securities were $124.7 million and $87.7 million at September 30, 2007 and December 31, 2006, respectively.

In August 2004, we entered into an unsecured $10.0 million line of credit with Wells Fargo Bank. The line of credit has an expiration date of
June 30, 2008. There have been no borrowings to date under this line of credit, therefore $10.0 million is available. Any borrowings would bear interest at a rate of either LIBOR plus 2.5% or the banks prime rate, at our discretion on the
borrowing date.



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A significant portion of our revenues are derived from Title IV programs. Federal regulations dictate the
timing of disbursements under Title IV programs. Learners must apply for new loans and grants each academic year, which starts July 1. Loan funds are generally provided by lenders in multiple disbursements for each academic year.

The disbursements are usually received by the start of the second week of the term. These factors, together with the timing of our learners beginning
their programs, affect our operating cash flow.

Based on our current level of operations and anticipated growth, we believe that our cash
flow from operations and other sources of liquidity, including cash, cash equivalents and marketable securities, will provide adequate funds for ongoing operations and planned capital expenditures for the foreseeable future.

Operating Activities

Net cash
provided by operating activities was $27.7 million and $18.5 million for the nine months ended September 30, 2007 and 2006, respectively. The increase from 2006 to 2007 was primarily due to the $6.0 million increase in net income; the $5.1
million increase in accounts payable and accrued liabilities related to the timing of vendor payments; and the $1.8 million increase in depreciation and bad debt expense. This was offset by the $3.6 million decrease in income taxes payable related
primarily to excess tax benefits from stock-based compensation due to an increase in stock option exercises in the nine months ended September 30, 2007 over the same period in 2006, as well as our lower effective tax rate and higher tax
payments in 2007.

Investing Activities

Our cash used in investing activities is primarily related to the purchase of property and equipment and investments in marketable securities. Net cash used in investing activities was $32.2 million and $23.2 million
for the nine months ended September 30, 2007 and 2006, respectively. Investments in marketable securities consists of purchases and sales of auction rate, asset-backed, U.S. agency and corporate debt securities, tax-exempt municipals,
repurchase agreements and money market funds.

Net purchases of these securities were $18.1 million and $12.1 million during the nine
months ended September 30, 2007 and 2006, respectively. Capital expenditures were $14.1 million and $11.1 million for the nine months ended September 30, 2007 and 2006, respectively. The increase in 2007 from 2006 was primarily due to the
implementation of additional modules of our enterprise resource planning system and the development of our new online visitor center website.

We expect to continue to invest in integrating most of our business systems with an enterprise resource planning system. We expect that once implemented, this integration of our systems and processes will improve efficiencies within our
instructional costs and services, marketing and promotional and general and administrative expenses. We expect that our capital expenditures in 2007 will be approximately $16.0 million to $16.5 million. We expect to be able to fund these capital
expenditures with cash generated from operations.

We lease all of our facilities. We expect to make future payments on existing leases
from cash generated from operations.

Financing Activities

Net cash provided by financing activities was $23.4 million for the nine months ended September 30, 2007, and net cash used in financing activities
was $2.3 million for the nine months ended September 30, 2006. Financing activities during the nine months ended September 30, 2007 were primarily related to proceeds of $10.9 million from the issuance of common stock in our May 2007
follow-on offering, $8.5 million in proceeds from stock option exercises and $3.9 million in excess tax benefits due to an increase in stock option exercises in the nine months ended September 30, 2007 over the same period in 2006. Financing
activities during the nine months ended September 30, 2006 were primarily related to payments on notes payable used to finance asset purchases related to our enterprise resource planning system of $2.2 million.

Regulatory Supervision and Oversight

We perform periodic reviews of our compliance with the various applicable regulatory requirements. We have not been notified by any of the various regulatory agencies of any significant noncompliance matters that would adversely impact our
ability to participate in Title IV programs, however, the Office of Inspector General (the OIG) of the Department of Education has conducted a compliance audit of Capella University. The OIG is responsible for, among other things, promoting the
effectiveness and integrity of the Department of Educations programs and operations. The audit commenced on April 10, 2006 and we subsequently provided



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the OIG with periodic information, responded to follow up inquiries and facilitated site visits and access to our records. The OIG informed us that it
completed its field work in January 2007 and we received a draft audit report on August 23, 2007. The draft audit report is preliminary, and is subject to further review and revision by the OIG. We provided written comments on the draft audit
report to the OIG on September 25, 2007. At some time in the future, the OIGs final report will be issued to the Acting Chief Operating Officer for Federal Student Aid , who will subsequently issue final findings and requirements for the
University. The most significant potential financial exposure from the audit pertains to repayments to the Department of Education that could be required if the OIG concludes that we did not properly calculate the amount of Title IV funds required
to be returned for learners that withdrew from Capella University without providing an official notification of such withdrawal and without engaging in academic activity prior to such withdrawal. If it is determined that we improperly withheld any
portion of these funds, we would be required to return the improperly withheld funds. For the three year audit period, and for the 2005-2006 aid year, we estimate that the total amount of Title IV funds not returned for learners who withdrew without
providing official notification was less than $1.0 million, including interest, but not including fines and penalties.

In addition to the
DOE and state higher education regulatory bodies, other governmental entities exercise oversight authority over our business practices. In April 2007, we received inquiries from the New York and Minnesota Attorneys General in connection with their
ongoing reviews of financial aid practices at various colleges and universities. As part of its inquiry, the New York Attorney General requested information regarding the relationship between Student Loan Express, one of 15 institutions currently
listed by us as a recommended student lender, and Timothy Lehmann, our former Director of Financial Aid.

On May 15, 2007, we
announced settlements with the attorneys general of New York and Minnesota. In connection with these settlements, we have adopted a code of conduct recently established by the New York Attorney General, which is similar to our existing
financial aid practices. We did not pay any fines or restitution in connection with these settlements.

On April 19, 2007, we received
a letter of inquiry from U.S. Senator Edward Kennedy, Chairman of the Senate Health, Education, Labor and Pensions Committee (HELP Committee), related to the Committees oversight of the federally-guaranteed student loan program. We have
responded to this inquiry, which appeared to focus on similar issues to those raised by the New York Attorney General. On September 14, 2007, the HELP Committee released its Report on Marketing Practices in the Federal Family Education
Loan Program. While the Committees inquiry into Capella has not officially concluded, we have received no further requests for information or to appear before the Committee.

On May 21, 2007, we received a letter of inquiry from the OIG. This inquiry focused on similar issues to those raised by the Attorneys General and
Senator Kennedys committee, and we met with OIG personnel in July 2007 and provided documentation to the OIG to respond to their inquiry. We have received no further requests for information regarding this inquiry from the OIG since our
initial response and meeting.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Market Risk

We have no derivative financial instruments or derivative commodity instruments. We believe the risk
related to marketable securities is limited due to the adherence to our investment policy that requires marketable securities to have a minimum Standard & Poors rating of A minus (or equivalent). All of our marketable securities as of
September 30, 2007 and December 31, 2006 consisted of cash equivalents and marketable securities rated A minus or higher.

Interest Rate Risk

We manage interest rate risk by investing excess funds in cash equivalents and marketable
securities bearing variable interest rates, which are tied to various market indices. Our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell
securities that have declined in market value due to changes in interest rates. At September 30, 2007, a 10% increase or decrease in interest rates would not have a material impact on our future earnings, fair values, or cash flows related to
investments in cash equivalents or interest earning marketable securities.



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|Item 4. | Controls and Procedures
|------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our
management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that the companys disclosure controls and procedures are effective, as of September 30,
2007, in ensuring that material information relating to us required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Securities Exchange Act is accumulated
and communicated to management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d)
of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

From time to time, we are a
party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not at this time a party, as plaintiff or defendant, to any legal proceedings which, individually or in the aggregate, would be
expected to have a material adverse effect on our business, financial condition or results of operation.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material changes
to the risk factors disclosed in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2006, as updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6. | Exhibits
|------- | --------

(a) Exhibits



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|       |  |                                                                                                                                                    |  |                                                                                                                                                        
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                        |  | Method of Filing                                                                                                                                       
|3.1    |  | Amended and Restated Articles of Incorporation.                                                                                                    |  | Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the SEC on November 11, 2006.                          
|       |  |                                                                                                                                                   
|3.2    |  | Amended and Restated By-Laws.                                                                                                                      |  | Incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Companys Registration Statement on Form S-1 filed with the SEC on October 6, 2006. 
|       |  |                                                                                                                                                   
|4.1    |  | Specimen of common stock certificate.                                                                                                              |  | Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Companys Registration Statement on Form S-1 filed with the SEC on October 19, 2006.
|       |  |                                                                                                                                                   
|10.1   |  | Form of Restricted Stock Agreement for the Capella Education Company 2005 Stock Incentive Plan.                                                    |  | Filed electronically.                                                                                                                                  
|       |  |                                                                                                                                                   
|31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                |  | Filed electronically.                                                                                                                                  
|       |  |                                                                                                                                                   
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                |  | Filed electronically.                                                                                                                                  
|       |  |                                                                                                                                                   
|32.1   |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed electronically.                                                                                                                                  
|       |  |                                                                                                                                                   
|32.2   |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed electronically.                                                                                                                                  



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |  |                                                   |  |                 
| |  | ------------------------------------------------- |  | ----------------
| |  | CAPELLA EDUCATION COMPANY                        
| |  |                                                  
| |  | /s/ STEPHEN G. SHANK                              |  | November 1, 2007
| |  | Stephen G. Shank                                  |  |                 
| |  | Chairman and Chief Executive Officer              |  |                 
| |  | (Principal Executive Officer)                     |  |                 
| |  |                                                  
| |  | /s/ LOIS M. MARTIN                                |  | November 1, 2007
| |  | Lois M. Martin                                    |  |                 
| |  | Senior Vice President and Chief Financial Officer |  |                 
| |  | (Principal Financial Officer)                     |  |                 
| |  |                                                  
| |  | /s/ AMY L. DRIFKA                                 |  | November 1, 2007
| |  | Amy L. Drifka                                     |  |                 
| |  | Vice President and Controller                     |  |                 
| |  | (Principal Accounting Officer)                    |  |                 



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