Investor Presentation

July 2015

Filed pursuant to Rule 433 of the Securities Act of 1933, as amended

Registration Statement No. 333-202298

Free Writing Prospectus dated July 14, 2015

Forward Looking Statements

Disclaimer

This

presentation

contains

certain

forward-looking

statements

and

information

relating

to

our

business

that

are

based

on

the

beliefs

of

our

management

as

well

as

assumptions

made

by

and

information

currently

available

to

our

management.

When

used

in

this

communication,

the

words

“anticipate,”

“believe,”

“estimate,”

“expect,”

“intend,”

“plan,”

“forecasts,”

“projections,”

and

similar

expressions,

as

they

relate

to

us

or

our

management,

identify

forward-

looking

statements.

Moreover,

we

operate

in

a

very

competitive

and

rapidly

changing

environment.

New

risks

emerge

from

time

to

time.

It

is

not

possible

for

our

management

to

predict

all

risks,

nor

can

we

assess

the

impact

of

all

factors

on

our

business

or

the

extent

to

which

any

factor,

or

combination

of

factors,

may

cause

actual

results

to

differ

materially

from

those

contained

in

any

forward-looking

statements

we

may

make.

In

light

of

these

risks,

uncertainties

and

assumptions,

the

future

events

and

trends

discussed

in

this

presentation

may

not

occur

and

actual

results

could

differ

materially

and

adversely

from

those

anticipated

or

implied

in

the

forward-looking

statements.

Such

statements

reflect

our

current

views

with

respect

to

future

events,

the

outcome

of

which

is

subject

to

certain

risks,

including,

among

others,

those

described

in

the

prospectus

contained

in

our

Registration

Statement

on

Form

S-1

filed

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

under

the

captions

“Risk

Factors”

and

“Cautionary

Statement

Concerning

Forward-Looking

Statements.”

Should

one

or

more

of

such

risks

or

uncertainties

materialize,

or

should

the

underlying

assumptions

prove

incorrect,

actual

results

or

outcomes

may

vary

materially

from

those

described

as

anticipated,

believed,

estimated,

expected,

intended

or

planned.

Subsequent

written

and

oral

forward-

looking

statements

attributable

to

us

or

persons

acting

on

our

behalf

are

expressly

qualified

in

their

entirety

by

the

cautionary

statements

in

this

paragraph.

We

undertake

no

obligation

to

publicly

update

or

revise

any

forward-looking

statements,

whether

as

a

result

of

new

information,

future

events

or

otherwise

after

the

date

of

this

presentation

except

to

the

extent

required

by

law.

We

have

filed

a

registration

statement

on

Form

S-1

(including

a

prospectus)

with

the

SEC

for

the

spin-off

to

which

this

communication

relates.

Before

you

invest,

you

should

read

the

prospectus

in

that

registration

statement

and

other

documents

we

have

filed

with

the

SEC

for

more

complete

information

about

us

and

the

spin-off.

You

may

get

these

documents

for

free

by

visiting

EDGAR

on

the

SEC

Web

site

at

www.sec.gov.

You

may

request

a

copy

of

the

prospectus

relating

to

the

spin-off

at

no

cost

by

writing

to

us

at

the

following

address:

Investor

Relations,

Barnes

&

Noble

Education,

Inc.,

120

Mountain

View

Blvd.,

Basking

Ridge,

NJ

07920.

Agenda

1.

Introduction & Strategic Overview

Mike Huseby

Executive Chairman

2.

Company Overview

Max J. Roberts

Chief Executive Officer

3.

Financial Overview

Barry Brover

Chief Financial Officer

Introduction & Strategic Overview

Transaction Summary

Barnes & Noble Inc.

(BKS)

Barnes & Noble

Booksellers Inc.

(Retail Business)

NOOK Digital LLC

(Digital Business)

Barnes & Noble

Education Inc.

(BNED)

Barnes & Noble

College Booksellers LLC.

(College Business)

B&N

Stockholders

Pro Forma Structure

Description

•

Tax-free spin-off of Barnes & Noble Education

Inc. (“BNED”) from Barnes & Noble Inc.

•

Pro-rata distribution of all capital stock of

BNED to existing Barnes & Noble

shareholders

Rationale

•

Enhanced management and board focus

•

Business appropriate capital structures and

return of capital policies

•

Pure-play investment opportunity

•

Attractive standalone currency for BNED with

increased access to capital markets

Other

•

Exchange: NYSE

•

Ticker: BNED

•

Distribution Ratio: 0.632

1

Overview

Management Team

Barry Brover  

CFO

KPMG

Max J. Roberts

CEO

Petrie Retail, Macy’s, Deloitte

Michael P. Huseby  

Executive Chairman

Barnes & Noble, Cablevision, Charter, AT&T

William Maloney

EVP, Sales

Barnes & Noble Education

Lisa Malat  

VP, Operations & CMO

Macy’s

Scott Ryder  

CTO, Yuzu

Apple, Sun Microsystems

Kanuj Malhotra 

Chief Strategy & Development Officer

Barnes & Noble, Kaplan, Cendant, Lehman

Phil O’Reilly

VP, Tax

Barnes & Noble, MF Global, McDermott Will & Emery

Thomas D. Donohue  

VP, IR & Treasurer

Barnes & Noble, Interpublic

Patrick Maloney

COO

Barnes & Noble Education

Tenured Management Team with Deep Digital and Acquisition Experience

2

Investment Highlights

Strong Platform

for Growth

Significant Market

Opportunity

•Significant opportunity in core business and adjacent areas

•Well positioned to expand market share and store footprint

Leverageable

Investments

in Innovation

Proven

Business Model

Leader in

Digital Education

•Aggregator, distributor and enabler of digital

education content

Complete Solution

Provider

Large National

Footprint

•National distribution network

•Scaled operations

•Direct access to 5 million students

•Flexible and resilient operations

•Lower sensitivity to economic cycles

•Profitable new contract growth

•Significant opportunities in college

bookstore market and digital education

•52% of stores operated by schools

•Robust technology platform positions

company for future growth

•Deeply embedded within campus

ecosystem

•Strategic partner to schools, faculty and students

•Solutions focused on driving both university and

student outcomes

3

Organic

•

Distribution

–

Physical

–

Virtual / eCommerce

–

Unaffiliated / Out-of-

Footprint Markets

•

Leverage Digital Investment

Inorganic

•

Distribution

–

Physical

–

Digital

•

Content

–

Physical

–

Digital

Growth Strategy

Drive Student Outcomes

•

Course Development

•

Instructional Design

•

Assessment

•

Adaptive Learning

•

Tutoring

•

Career Services &       

Credentialing

Drive University Outcomes

•

Marketing and Recruitment

•

Enrollment and 

Development

•

Retention

•

Digital Enablers

•

K-12

•

Vocational

•

International

Core

Adjacent Products /

Markets (Higher Ed)

New Markets (Opportunistic)

4

Multiple Avenues for Organic and Inorganic Growth 

Company Overview

Significant Market Opportunity

$

13B

PRINT & DIGITAL

HIGHER ED

BOOK MARKET

52%

SCHOOL-OPERATED

BOOKSTORES

21M

STUDENTS IN POST-

SECONDARY

DEGREE-GRANTING

INSTITUTIONS

$

170B

MILLENIALS’ ANNUAL

PURCHASING

POWER

$

10B

COLLEGE

BOOKSTORE

MARKET

Leading Operator and Innovator in Highly Fragmented Industry

5

The Most Comprehensive Suite of Campus Solutions

Complete Solution Provider

School System

Integration

Comprehensive

Rental & Student

Affordability

Programs

Enhanced

Revenue

Opportunity

Comprehensive

Course Materials

Catalog

Social &

Academic

Hub

Access to

5M Student

Audience

Barnes & Noble

College Marketing

Education

Services

Faculty Support

Services

Student / Alumni

Engagement

Customized Retail

Experience &

Academic

Superstores

General

Merchandise

Student Support

Services

Operational

Expertise

Physical / Digital

Content

Distribution

Education

Technology

6

Proven Business Model

7

Stable and Profitable Business Operations

(1)

Over last 3 fiscal years.

LOW

CUSTOMER 

ACQUISITION

COSTS

HIGH

REVENUE

VISIBILITY

93%

CAMPUS PARTNER

RETENTION

$

90M

REVENUE FROM

NEW STORES

OPENED IN FY2015

CONTRACTS

TYPICALLY

PROFITABLE

WITHIN

CONTRACTS

TYPICALLY

PROFITABLE

WITHIN

15

Yrs

AVERAGE SCHOOL

RELATIONSHIP

TENURE

1

ST

YEAR

(1)

Large National Footprint

8

Direct Access to 5M Students through 724 Stores in 42 States

Leverageable Investments in Innovation

9

Best in Class Technology Platform Drives Everything We Do

Campus Connect Platform

Research / Analytics Platform

eCommerce Platform

CAMPUS SYSTEM

INTEGRATION

ACTIONABLE 

RESEARCH INSIGHTS

DYNAMIC RETAIL

EXPERIENCE

Digital Educational Platform

Course Material Adoption Platform

Digital Marketing Platform

DIGITAL CONTENT

LEADERSHIP

COLLABORATIVE

RELATIONSHIPS

STUDENT ENGAGEMENT

& MARKETING

Leader in Digital Education

Digital Content Aggregator

Digital Content Publishers

Digital Content End Users

Well Positioned to Lead Transition to Digital

10

Content

Aggregation

Leading

Digital

Platform

Campus

Relationships

Well

Positioned to

Lead Industry

Transition

Strong Platform For Growth

4

Lead in Digital

Education

Expand Market

Share with

New Bookstores

Increase Sales

at Existing

Bookstores

3

2

1

Strategic

Partnerships

& Acquisition

A Clear Path Forward

11

Financial Overview

Financial Summary

$1,631

$1,536

$1,545

$132

$212

$228

$1,763

$1,748

$1,773

2013

2014

2015

Product Sales / Other

Rental Income

________________________

(1)

Adjusted to exclude LIFO adjustment of $(2.2) mm, $7.7 mm and $0.0 mm in FY2013, FY2014 and FY2015, respectively.

(2)

Includes new hires, compensation, technology and marketing spend.

(3)

Reflects primarily store payroll and operating expenses.

(4)

2015 reflects pro forma adjustments related to the distribution.

Total Sales

($ in millions)

Gross Profit & Margin

(1)

($ in millions)

Change in S&A Expense

($ in millions)

Pro Forma EBITDA & Margin

(1)(4)

($ in millions)

12

(3)

(2)

$363

$348

$347

$44

$81

$97

$407

$429

$444

2013

2014

2015

Product Sales / Other Gross Profit

Rental Gross Profit

$20

$28

$29

2013

2014

2015

Yuzu

Investments

Infrastructure Costs

Stores

Separation Costs

$104

$99

$87

5.9%

5.6%

4.9%

2013

2014

2015

EBITDA

% margin

Financial Summary (cont.)

Store Openings vs. Closings

Gross

Profit

Margin

(1)

Comparable Store Sales Growth

Rental Income

($ in millions)

13

________________________

(1)

Adjusted to exclude LIFO adjustment of $(2.2) mm, $7.7 mm and $0.0 mm in FY2013, FY2014 and FY2015, respectively.

$96

$132

$212

$36

$80

$16

$132

$212

$228

2013

2014

2015

Growth Over Prior Year

(1.2%)

(2.7%)

0.1%

2013

2014

2015

49

30

48

10

16

24

2013

2014

2015

Stores Opened

Stores Closed

22.3%

22.6%

22.4%

33.0%

38.4%

42.5%

2013

2014

2015

Product Sales / Other Gross Margin

Rental Gross Margin

Pro Forma Capitalization

________________________

(1)

Reflects settlement of related party receivables.

(2)

Based on average excess availability.

Cash

$95

Credit Facility

–

(1)

(2)

Type:

Asset-Backed Revolving Facility

Commitment:

$400

Base Accordian:

$100

Cost:

L + 175 – 200 bps

Term:

5 years

Pro Forma Balance Sheet

($ in millions)

Credit Facility

($ in millions)

14

FY2015

Attractive Investment Opportunity

Leading operator and innovator in highly fragmented industry

National footprint with significant ability to scale new products and services

Innovative technology platform deeply embedded within campus ecosystem

Flexible and resilient business model providing foundation for profitable growth

Tenured management team with operational, digital and M&A expertise

Strong growth platform with significant near-to-medium term opportunities

15

Unique Investment Opportunity in Higher Education and Ed Tech

Thank You