2U’s 2022 Annual Report 230+ Global University & Corporate Partners C2- Inside Front Cover 230+ World-Class Partners 4,000+ Digital Offerings 48M Registered Learners 50K+ Degree Program Graduates Since Inception Comprehensive Free-To-Degree Content Portfolio Doctorate Degrees Undergraduate Degrees Masters Degrees MicroBachelors® MicroMasters® Boot Camps MicroBootCamps™ New Executive Education Professional Certificates New Try Its Open Courses C2- Inside Front CoverWorld-Class Partners230+4,000+Digital Offerings50K+Degree Program Graduates Since Inception48MRegistered LearnersDoctorate DegreesOpen CoursesProfessional CertificatesMicroBootCamps™MicroMasters®Masters DegreesUndergraduate DegreesMicroBachelors®Boot CampsExecutive EducationTry ItsComprehensive Free-To-Degree Content PortfolioNewNew230+ Global University & Corporate Partners 230+ Global University & Corporate Partners C2- Inside Front Cover 230+ World-Class Partners 4,000+ Digital Offerings 48M 50K+ Since Inception Registered Learners Degree Program Graduates Comprehensive Free-To-Degree Content Portfolio Doctorate Degrees Undergraduate Degrees Masters Degrees MicroBachelors® MicroMasters® Boot Camps MicroBootCamps™ New Executive Education Professional Certificates New Try Its Open Courses C2- Inside Front CoverWorld-Class Partners230+4,000+Digital Offerings50K+Degree Program Graduates Since Inception48MRegistered LearnersDoctorate DegreesOpen CoursesProfessional CertificatesMicroBootCamps™MicroMasters®Masters DegreesUndergraduate DegreesMicroBachelors®Boot CampsExecutive EducationTry ItsComprehensive Free-To-Degree Content PortfolioNewNew230+ Global University & Corporate Partners DEAR FELLOW STOCKHOLDERS, DEAR FELLOW STOCKHOLDERS, Today, edX.org is a top higher education website by traffic. Today, edX.org ranks as a top 5 higher education website. There is a critical need for access to job-relevant skills in There is a critical need for access to job-relevant skills in Through this complement to our standard full degree model, Through this complement to our standard full degree model, In 2022 alone, we attracted over 100 million visits to the In 2022 alone, we attracted over 100 million visits to the helping hands disciplines. Consider the worldwide shortfall helping hands disciplines. Consider the worldwide shortfall universities can leverage a core bundle of services, then universities can leverage a core bundle of services, then In 2022, we accelerated our evolution to become a In 2022, we accelerated our evolution to become a world-leading education platform under the edX brand. world-leading education platform under the edX brand. By combining edX’s global reach with 2U’s sophisticated By combining edX’s global reach with 2U’s sophisticated infrastructure for producing strong learner outcomes at infrastructure for producing strong learner outcomes at scale, we’ve created a comprehensive free-to-degree online scale, we’ve created a comprehensive free-to-degree online learning platform and marketplace that enhances learning platform and marketplace that enhances our competitive position and embodies our bold vision for our competitive position and embodies our bold vision for the future. Our results demonstrate how we’re building a the future. Our results demonstrate how we’re building a resilient business model that is positioned to drive profitable resilient business model that is positioned to drive profitable platform, with 240 million visits registered across all our platform, with 240 million visits registered across all our of 15 million health care workers expected by 2030—or that of 15 million health care workers expected by 2030—or that choose additional value-added services for a corresponding choose additional value-added services for a corresponding digital properties. We’re strategically focused on matching digital properties. We’re strategically focused on matching employment for social workers is projected to grow 9% from employment for social workers is projected to grow 9% from revenue share. This model lowers our upfront investment revenue share. This model lowers our upfront investment all learners with the right programs through a combination all learners with the right programs through a combination 2021 to 2031, faster than the average of all occupations. 2021 to 2031, faster than the average of all occupations. and speeds up the timeline to cash flow profitability, while and speeds up the timeline to cash flow profitability, while of organic and portfolio marketing. Our new marketing of organic and portfolio marketing. Our new marketing Given these trends, 2U has invested over $1.9 billion dollars Given these trends, 2U has invested over $1.9 billion dollars opening the door for more conversations with universities. opening the door for more conversations with universities. framework leverages edX’s domain authority—nearly framework leverages edX’s domain authority—nearly since inception to help top institutions develop online since inception to help top institutions develop online We’ve announced five flex degrees so far and expect to We’ve announced five flex degrees so far and expect to equal to the White House—to create more organic leads, equal to the White House—to create more organic leads, degree programs in fields like nursing, education, and degree programs in fields like nursing, education, and launch at least 25 during 2024. launch at least 25 during 2024. which improves operational efficiency and reduces which improves operational efficiency and reduces data science. Graduates of these programs are teaching in data science. Graduates of these programs are teaching in marketing spend. marketing spend. classrooms nationwide, providing pivotal healthcare to their classrooms nationwide, providing pivotal health care to their communities, and bringing tech skills to local employers. communities, and bringing tech skills to local employers. growth and sustainable cash flows—all while continuing growth and sustainable cash flows—all while continuing Training the Workforce of the Future Training the Workforce of the Future to deliver on our mission. We’re unlocking the potential of to deliver on our mission. We’re unlocking the potential of learners worldwide and solving society’s most critical needs learners worldwide and solving society’s most critical needs Throughout 2022, we expanded our highly sustainable Throughout 2022, we expanded our highly sustainable through the power of high-quality online education. through the power of high-quality online education. boot camp business to meet the increasing demand for more boot camp business to meet the increasing demand for more Increasing Access While Delivering Increasing Access While Delivering Strong Outcomes Strong Outcomes Reaching More Learners by Expanding Reaching More Learners by Expanding Our Content Portfolio Our Content Portfolio Since 2008, 2U has partnered with the world’s leading Since 2008, 2U has partnered with the world’s leading institutions to build and support online programs that give institutions to build and support online programs that give everyone, everywhere the opportunity to pursue their everyone, everywhere the opportunity to pursue their dreams without having to uproot their lives. With 2U’s dreams without having to uproot their lives. With 2U’s flexible, skills-based technology training. This makes 2U flexible, skills-based technology training. This makes 2U Our degree program graduates now total over 50,000, Our degree program graduates now total over 50,000, one of the largest educators of technical talent in the world— one of the largest educators of technical talent in the world— reflecting a 73% graduation rate that’s on par with our reflecting a 73% graduation rate that’s on par with our but we’re not stopping there. The Organization for Economic but we’re not stopping there. The Organization for Economic partners’ on-campus programs. Of graduate degree alumni partners’ on-campus programs. Of graduate degree alumni Cooperation and Development (OECD) estimates that Cooperation and Development (OECD) estimates that 1.1 billion jobs will be displaced in the next decade. 1.1 billion jobs will be displaced in the next decade. We’re continuing to meet the workforce’s fast-changing We’re continuing to meet the workforce’s fast-changing needs with innovations like MicroBootCamps and an needs with innovations like MicroBootCamps™ and an upcoming new boot camp subject in AI. upcoming new boot camp subject in AI. engine under the hood of edX, we now reach 48 million engine under the hood of edX, we now reach 48 million Our enterprise division is another significant growth lever Our enterprise division is another significant growth lever learners globally, serve over 230 partners, and are home learners globally, serve over 230 partners, and are home for 2U, both near and long term. Through edX for Business, for 2U, both near and long term. Through edX for Business, Integral to achieving this level of impact is our revenue- Integral to achieving this level of impact is our revenue- growth and strong cash flows in the years ahead. growth and strong cash flows in the years ahead. to over 4,000 digital offerings. Our platform generates more to over 4,000 digital offerings. Our platform generates more nearly 1,000 employers are already leveraging curated nearly 1,000 employers are already leveraging curated value as it attracts more learners, partners, and content. value as it attracts more learners, partners, and content. content packages on edX to help them find, train, and retain content packages on edX to help them find, train, and retain Today, our ever-deepening portfolio includes over 180 Today, our ever-deepening portfolio includes over 180 top talent. We’ve also scaled our Access Partnerships into top talent. We’ve also scaled our Access Partnerships into degree programs, over 200 boot camps, and over 260 degree programs, over 200 boot camps, and over 260 new regions nationally and globally, providing individuals new regions nationally and globally, providing individuals executive education offerings. In 2022, we launched nearly executive education offerings. In 2022, we launched nearly from marginalized populations with affordable pathways to from marginalized populations with affordable pathways to sharing model, which aligns the interests of learners, sharing model, which aligns the interests of learners, partners, and 2U. Unlike fee-for-service providers that partners, and 2U. Unlike fee-for-service providers that are paid upfront regardless of learner outcomes, 2U are paid upfront regardless of learner outcomes, 2U only receives our full share of revenue if a learner graduates. only receives our full share of revenue if a learner graduates. Our financial success hinges on our ability to help partners Our financial success hinges on our ability to help partners 600 MOOCs and professional certificates, including new 600 MOOCs and professional certificates, including new job-relevant skills and life-changing careers in technology. job-relevant skills and life-changing careers in technology. prioritize learner success. prioritize learner success. programs from Meta, AWS, and Google Cloud. We also programs from Meta, AWS, and Google Cloud. We also Our £4.8 million partnership with the UK Department for Our £4.8 million partnership with the UK Department for expanded our degree portfolio, including disruptively priced expanded our degree portfolio, including disruptively priced Education is one powerful example. Education is one powerful example. degrees from Boston University, University of Wisconsin, degrees from Boston University, University of Wisconsin, and University of Texas at Austin, where a full master’s and UT Austin, where a full master’s degree in artificial intelligence (AI) is priced at $10,000. degree in artificial intelligence (AI) is priced at $10,000. Learners are demanding more diverse pathways to access Learners are demanding more diverse pathways to access affordability of higher education through our revenue-share affordability of higher education through our revenue-share the education they need, too. 2U has responded with more the education they need, too. 2U has responded with more model. One of those initiatives was the announcement of a model. One of those initiatives was the announcement of a modular and stackable offerings to give learners more modular and stackable offerings to give learners more new flexible degree model that gives universities the ability new flexible degree model that gives universities the ability ways to build upon their education and attain incremental ways to build upon their education and attain incremental to select partnership packages that best fit their needs. to select partnership packages that best fit their needs. Christopher “Chip” Paucek Christopher “Chip” Paucek Co-Founder & CEO Co-Founder & CEO Throughout the year, we took bold and important steps Throughout the year, we took bold and important steps to continue to help our partners expand the access and to continue to help our partners expand the access and surveyed in 2021, 97% reported positive career outcomes. surveyed in 2020, 97% reported positive career outcomes. We’re also nearing 70,000 boot camp graduates. Through We’re also nearing 70,000 boot camp graduates. Through our Career Engagement Network, alumni have been hired our Career Engagement Network, alumni have been hired for technical roles by over 6,700 companies, from Microsoft for technical roles by over 6,700 companies, from Microsoft to American Express, and were referred to open jobs across to American Express, and were referred to open jobs across our employer network nearly 40,500 times. our employer network nearly 40,500 times. We also offered to trade revenue share for affordability We also offered to trade revenue share for affordability to incentivize partners to bring down the cost of higher to incentivize partners to bring down the cost of higher education. We’ll lower our share of program revenue for education. We’ll lower our share of program revenue for partners that meaningfully lower tuition rates. Bringing down partners that meaningfully lower tuition rates. Bringing down the cost of higher education is not only better for the world, the cost of higher education is not only better for the world, it’s better for our business. Lower prices increase learner it’s better for our business. Lower prices increase learner demand, which decreases our marketing costs. demand, which decreases our marketing costs. Positioned for Long-term Success Positioned for Long-term Success By bringing together the complementary strengths of 2U By bringing together the complementary strengths of 2U and edX on a single platform, we’re now positioned to and edX on a single platform, we’re now positioned to generate greater value for stockholders and more positive generate greater value for stockholders and more positive outcomes for partners and learners. Our product innovation, outcomes for partners and learners. Our product innovation, content velocity, new marketing framework, and enterprise content velocity, new marketing framework, and enterprise expansion represent key initiatives to deliver profitable expansion represent key initiatives to deliver profitable Ultimately, our work has a positive societal benefit, and Ultimately, our work has a positive societal benefit, and our collective progress in 2022 demonstrates how 2U can our collective progress in 2022 demonstrates how 2U can be a force for systemic change through the promise of be a force for systemic change through the promise of affordable, high-quality education for all. We’re a business affordable, high-quality education for all. We’re a business that does well by doing good, and we’re excited to keep that does well by doing good, and we’re excited to keep advancing our mission—now more than ever. advancing our mission—now more than ever. credentials toward a full degree and/or fulfilling career. credentials toward a full degree and/or fulfilling career. These pathways come in different forms, from courses that These pathways come in different forms, from courses that add up to a professional certificate to microcredentials that add up to a professional certificate to microcredentials that can stand alone or offer credit toward a full degree. In 2022 can stand alone or offer credit toward a full degree. In 2022 for example, we expanded our partnership with The George for example, we expanded our partnership with The George Washington University to create the first fully stackable Washington University to create the first fully stackable pathway to an online Doctorate of Public Health—one of the pathway to an online Doctorate of Public Health—one of the many ways we’re equipping learners with more opportunities many ways we’re equipping learners with more opportunities to improve the world. to improve the world. 35% Core Services • edX platform • High-intent paid marketing • Integrated tech stack • Program implementation • Learner recruitment, support, & coaching • Career services 15%M A R K E T I N G • Full paid marketing suite & growth strategy team • Optimized funnel conversion • Competitive product marketing research 5%C O U R S E D E V E L O P M E N T • Research-driven course design • Cutting-edge multimedia services • Dynamic content revision • High-touch faculty support 5%S U P P O R T S E R V I C E S • Personalized career coaching • Job-ready prep • Faculty recruitment & development • Immersion curation & support 5%C L I N I C A L P L A C E M E N T • Site identification • Learner placement matching • Quality assurance, accreditation, state authorization, & licensure support In 2022, we accelerated our evolution to become a In 2022, we accelerated our evolution to become a world-leading education platform under the edX brand. world-leading education platform under the edX brand. By combining edX’s global reach with 2U’s sophisticated By combining edX’s global reach with 2U’s sophisticated infrastructure for producing strong learner outcomes at infrastructure for producing strong learner outcomes at scale, we’ve created a comprehensive free-to-degree online scale, we’ve created a comprehensive free-to-degree online learning platform and marketplace that enhances learning platform and marketplace that enhances our competitive position and embodies our bold vision for our competitive position and embodies our bold vision for the future. Our results demonstrate how we’re building a the future. Our results demonstrate how we’re building a resilient business model that is positioned to drive profitable resilient business model that is positioned to drive profitable DEAR FELLOW STOCKHOLDERS, DEAR FELLOW STOCKHOLDERS, Today, edX.org is a top higher education website by traffic. Today, edX.org ranks as a top 5 higher education website. There is a critical need for access to job-relevant skills in There is a critical need for access to job-relevant skills in Through this complement to our standard full degree model, Through this complement to our standard full degree model, In 2022 alone, we attracted over 100 million visits to the In 2022 alone, we attracted over 100 million visits to the helping hands disciplines. Consider the worldwide shortfall helping hands disciplines. Consider the worldwide shortfall universities can leverage a core bundle of services, then universities can leverage a core bundle of services, then platform, with 240 million visits registered across all our platform, with 240 million visits registered across all our of 15 million health care workers expected by 2030—or that of 15 million health care workers expected by 2030—or that choose additional value-added services for a corresponding choose additional value-added services for a corresponding digital properties. We’re strategically focused on matching digital properties. We’re strategically focused on matching employment for social workers is projected to grow 9% from employment for social workers is projected to grow 9% from revenue share. This model lowers our upfront investment revenue share. This model lowers our upfront investment all learners with the right programs through a combination all learners with the right programs through a combination 2021 to 2031, faster than the average of all occupations. 2021 to 2031, faster than the average of all occupations. and speeds up the timeline to cash flow profitability, while and speeds up the timeline to cash flow profitability, while of organic and portfolio marketing. Our new marketing of organic and portfolio marketing. Our new marketing Given these trends, 2U has invested over $1.9 billion dollars Given these trends, 2U has invested over $1.9 billion dollars opening the door for more conversations with universities. opening the door for more conversations with universities. framework leverages edX’s domain authority—nearly framework leverages edX’s domain authority—nearly since inception to help top institutions develop online since inception to help top institutions develop online We’ve announced five flex degrees so far and expect to We’ve announced five flex degrees so far and expect to equal to the White House—to create more organic leads, equal to the White House—to create more organic leads, degree programs in fields like nursing, education, and degree programs in fields like nursing, education, and launch at least 25 during 2024. launch at least 25 during 2024. which improves operational efficiency and reduces which improves operational efficiency and reduces data science. Graduates of these programs are teaching in data science. Graduates of these programs are teaching in marketing spend. marketing spend. classrooms nationwide, providing pivotal healthcare to their classrooms nationwide, providing pivotal health care to their communities, and bringing tech skills to local employers. communities, and bringing tech skills to local employers. growth and sustainable cash flows—all while continuing growth and sustainable cash flows—all while continuing Training the Workforce of the Future Training the Workforce of the Future to deliver on our mission. We’re unlocking the potential of to deliver on our mission. We’re unlocking the potential of learners worldwide and solving society’s most critical needs learners worldwide and solving society’s most critical needs Throughout 2022, we expanded our highly sustainable Throughout 2022, we expanded our highly sustainable through the power of high-quality online education. through the power of high-quality online education. boot camp business to meet the increasing demand for more boot camp business to meet the increasing demand for more Increasing Access While Delivering Increasing Access While Delivering Strong Outcomes Strong Outcomes flexible, skills-based technology training. This makes 2U flexible, skills-based technology training. This makes 2U Our degree program graduates now total over 50,000, Our degree program graduates now total over 50,000, one of the largest educators of technical talent in the world— one of the largest educators of technical talent in the world— reflecting a 73% graduation rate that’s on par with our reflecting a 73% graduation rate that’s on par with our but we’re not stopping there. The Organization for Economic but we’re not stopping there. The Organization for Economic partners’ on-campus programs. Of graduate degree alumni partners’ on-campus programs. Of graduate degree alumni surveyed in 2020, 97% reported positive career outcomes. surveyed in 2021, 97% reported positive career outcomes. We’re also nearing 70,000 boot camp graduates. Through We’re also nearing 70,000 boot camp graduates. Through our Career Engagement Network, alumni have been hired our Career Engagement Network, alumni have been hired for technical roles by over 6,700 companies, from Microsoft for technical roles by over 6,700 companies, from Microsoft to American Express, and were referred to open jobs across to American Express, and were referred to open jobs across our employer network nearly 40,500 times. our employer network nearly 40,500 times. Reaching More Learners by Expanding Reaching More Learners by Expanding Our Content Portfolio Our Content Portfolio Since 2008, 2U has partnered with the world’s leading Since 2008, 2U has partnered with the world’s leading institutions to build and support online programs that give institutions to build and support online programs that give everyone, everywhere the opportunity to pursue their everyone, everywhere the opportunity to pursue their dreams without having to uproot their lives. With 2U’s dreams without having to uproot their lives. With 2U’s Cooperation and Development (OECD) estimates that Cooperation and Development (OECD) estimates that 1.1 billion jobs will be displaced in the next decade. 1.1 billion jobs will be displaced in the next decade. We’re continuing to meet the workforce’s fast-changing We’re continuing to meet the workforce’s fast-changing needs with innovations like MicroBootCamps and an needs with innovations like MicroBootCamps™ and an upcoming new boot camp subject in AI. upcoming new boot camp subject in AI. engine under the hood of edX, we now reach 48 million engine under the hood of edX, we now reach 48 million Our enterprise division is another significant growth lever Our enterprise division is another significant growth lever We also offered to trade revenue share for affordability We also offered to trade revenue share for affordability to incentivize partners to bring down the cost of higher to incentivize partners to bring down the cost of higher education. We’ll lower our share of program revenue for education. We’ll lower our share of program revenue for partners that meaningfully lower tuition rates. Bringing down partners that meaningfully lower tuition rates. Bringing down the cost of higher education is not only better for the world, the cost of higher education is not only better for the world, it’s better for our business. Lower prices increase learner it’s better for our business. Lower prices increase learner demand, which decreases our marketing costs. demand, which decreases our marketing costs. Positioned for Long-term Success Positioned for Long-term Success By bringing together the complementary strengths of 2U By bringing together the complementary strengths of 2U and edX on a single platform, we’re now positioned to and edX on a single platform, we’re now positioned to generate greater value for stockholders and more positive generate greater value for stockholders and more positive outcomes for partners and learners. Our product innovation, outcomes for partners and learners. Our product innovation, content velocity, new marketing framework, and enterprise content velocity, new marketing framework, and enterprise expansion represent key initiatives to deliver profitable expansion represent key initiatives to deliver profitable learners globally, serve over 230 partners, and are home learners globally, serve over 230 partners, and are home for 2U, both near and long term. Through edX for Business, for 2U, both near and long term. Through edX for Business, Integral to achieving this level of impact is our revenue- Integral to achieving this level of impact is our revenue- growth and strong cash flows in the years ahead. growth and strong cash flows in the years ahead. to over 4,000 digital offerings. Our platform generates more to over 4,000 digital offerings. Our platform generates more nearly 1,000 employers are already leveraging curated nearly 1,000 employers are already leveraging curated value as it attracts more learners, partners, and content. value as it attracts more learners, partners, and content. content packages on edX to help them find, train, and retain content packages on edX to help them find, train, and retain Today, our ever-deepening portfolio includes over 180 Today, our ever-deepening portfolio includes over 180 top talent. We’ve also scaled our Access Partnerships into top talent. We’ve also scaled our Access Partnerships into degree programs, over 200 boot camps, and over 260 degree programs, over 200 boot camps, and over 260 new regions nationally and globally, providing individuals new regions nationally and globally, providing individuals executive education offerings. In 2022, we launched nearly executive education offerings. In 2022, we launched nearly from marginalized populations with affordable pathways to from marginalized populations with affordable pathways to sharing model, which aligns the interests of learners, sharing model, which aligns the interests of learners, partners, and 2U. Unlike fee-for-service providers that partners, and 2U. Unlike fee-for-service providers that are paid upfront regardless of learner outcomes, 2U are paid upfront regardless of learner outcomes, 2U only receives our full share of revenue if a learner graduates. only receives our full share of revenue if a learner graduates. Our financial success hinges on our ability to help partners Our financial success hinges on our ability to help partners 600 MOOCs and professional certificates, including new 600 MOOCs and professional certificates, including new job-relevant skills and life-changing careers in technology. job-relevant skills and life-changing careers in technology. prioritize learner success. prioritize learner success. programs from Meta, AWS, and Google Cloud. We also programs from Meta, AWS, and Google Cloud. We also Our £4.8 million partnership with the UK Department for Our £4.8 million partnership with the UK Department for expanded our degree portfolio, including disruptively priced expanded our degree portfolio, including disruptively priced Education is one powerful example. Education is one powerful example. Throughout the year, we took bold and important steps Throughout the year, we took bold and important steps to continue to help our partners expand the access and to continue to help our partners expand the access and Ultimately, our work has a positive societal benefit, and Ultimately, our work has a positive societal benefit, and our collective progress in 2022 demonstrates how 2U can our collective progress in 2022 demonstrates how 2U can be a force for systemic change through the promise of be a force for systemic change through the promise of affordable, high-quality education for all. We’re a business affordable, high-quality education for all. We’re a business that does well by doing good, and we’re excited to keep that does well by doing good, and we’re excited to keep advancing our mission—now more than ever. advancing our mission—now more than ever. Learners are demanding more diverse pathways to access Learners are demanding more diverse pathways to access affordability of higher education through our revenue-share affordability of higher education through our revenue-share the education they need, too. 2U has responded with more the education they need, too. 2U has responded with more model. One of those initiatives was the announcement of a model. One of those initiatives was the announcement of a modular and stackable offerings to give learners more modular and stackable offerings to give learners more new flexible degree model that gives universities the ability new flexible degree model that gives universities the ability ways to build upon their education and attain incremental ways to build upon their education and attain incremental to select partnership packages that best fit their needs. to select partnership packages that best fit their needs. Christopher “Chip” Paucek Christopher “Chip” Paucek Co-Founder & CEO Co-Founder & CEO credentials toward a full degree and/or fulfilling career. credentials toward a full degree and/or fulfilling career. These pathways come in different forms, from courses that These pathways come in different forms, from courses that add up to a professional certificate to microcredentials that add up to a professional certificate to microcredentials that can stand alone or offer credit toward a full degree. In 2022 can stand alone or offer credit toward a full degree. In 2022 for example, we expanded our partnership with The George for example, we expanded our partnership with The George Washington University to create the first fully stackable Washington University to create the first fully stackable pathway to an online Doctorate of Public Health—one of the pathway to an online Doctorate of Public Health—one of the many ways we’re equipping learners with more opportunities many ways we’re equipping learners with more opportunities to improve the world. to improve the world. 35% Core Services • edX platform • High-intent paid marketing • Integrated tech stack • Program implementation • Learner recruitment, support, & coaching • Career services 15%M A R K E T I N G • Full paid marketing suite & growth strategy team • Optimized funnel conversion • Competitive product marketing research 5%C O U R S E D E V E L O P M E N T • Research-driven course design • Cutting-edge multimedia services • Dynamic content revision • High-touch faculty support 5%S U P P O R T S E R V I C E S • Personalized career coaching • Job-ready prep • Faculty recruitment & development • Immersion curation & support 5%C L I N I C A L P L A C E M E N T • Site identification • Learner placement matching • Quality assurance, accreditation, state authorization, & licensure support degrees from Boston University, University of Wisconsin, degrees from Boston University, University of Wisconsin, and University of Texas at Austin, where a full master’s and UT Austin, where a full master’s degree in artificial degree in artificial intelligence (AI) is priced at $10,000. intelligence (AI) is priced at $10,000. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission File Number: 001-36376 2U, INC. (Exact name of registrant as specified in its charter)Delaware26-2335939(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)7900 Harkins RoadLanham,MD20706(Address of Principal Executive Offices)(Zip Code)(301) 892-4350 Registrant’s telephone number, including area code:Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $0.001 par value per shareTWOUThe Nasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒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 ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission File Number: 001-36376 2U, INC. (Exact name of registrant as specified in its charter)Delaware26-2335939(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)7900 Harkins RoadLanham,MD20706(Address of Principal Executive Offices)(Zip Code)(301) 892-4350 Registrant’s telephone number, including area code:Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $0.001 par value per shareTWOUThe Nasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒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 ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission File Number: 001-36376 2U, INC. (Exact name of registrant as specified in its charter)Delaware26-2335939(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)7900 Harkins RoadLanham,MD20706(Address of Principal Executive Offices)(Zip Code)(301) 892-4350 Registrant’s telephone number, including area code:Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $0.001 par value per shareTWOUThe Nasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒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 ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission File Number: 001-36376 2U, INC. (Exact name of registrant as specified in its charter)Delaware26-2335939(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)7900 Harkins RoadLanham,MD20706(Address of Principal Executive Offices)(Zip Code)(301) 892-4350 Registrant’s telephone number, including area code:Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $0.001 par value per shareTWOUThe Nasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒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 ☒ No ☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer☐Non-accelerated filer ☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of the 58,351,442 shares of the registrant’s common stock held by non-affiliates as of June 30, 2022 (computed based on the closing price on such date as reported on The Nasdaq Global Select Market) was $610,939,598.As of February 15, 2023, there were 79,274,086 shares of the registrant’s common stock, par value $0.001 per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Company’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2023 Annual Meeting of Stockholders, or an amendment on Form 10-K/A are incorporated by reference in Part III of this Form 10-K.2U, Inc.FORM 10-KTABLE OF CONTENTS PAGEPART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments43Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PART IIIItem 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accounting Fees and Services116PART IVItem 15.Exhibits, Financial Statement Schedules117Item 16.Form 10-K Summary117Signatures1181Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer☐Non-accelerated filer ☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of the 58,351,442 shares of the registrant’s common stock held by non-affiliates as of June 30, 2022 (computed based on the closing price on such date as reported on The Nasdaq Global Select Market) was $610,939,598.As of February 15, 2023, there were 79,274,086 shares of the registrant’s common stock, par value $0.001 per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Company’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2023 Annual Meeting of Stockholders, or an amendment on Form 10-K/A are incorporated by reference in Part III of this Form 10-K.2U, Inc.FORM 10-KTABLE OF CONTENTS PAGEPART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments43Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PART IIIItem 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accounting Fees and Services116PART IVItem 15.Exhibits, Financial Statement Schedules117Item 16.Form 10-K Summary117Signatures1181 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer☐Non-accelerated filer ☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of the 58,351,442 shares of the registrant’s common stock held by non-affiliates as of June 30, 2022 (computed based on the closing price on such date as reported on The Nasdaq Global Select Market) was $610,939,598.As of February 15, 2023, there were 79,274,086 shares of the registrant’s common stock, par value $0.001 per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Company’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2023 Annual Meeting of Stockholders, or an amendment on Form 10-K/A are incorporated by reference in Part III of this Form 10-K.2U, Inc.FORM 10-KTABLE OF CONTENTS PAGEPART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments43Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PART IIIItem 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accounting Fees and Services116PART IVItem 15.Exhibits, Financial Statement Schedules117Item 16.Form 10-K Summary117Signatures1181Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☒Accelerated filer☐Non-accelerated filer ☐Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒The aggregate market value of the 58,351,442 shares of the registrant’s common stock held by non-affiliates as of June 30, 2022 (computed based on the closing price on such date as reported on The Nasdaq Global Select Market) was $610,939,598.As of February 15, 2023, there were 79,274,086 shares of the registrant’s common stock, par value $0.001 per share, outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Company’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2023 Annual Meeting of Stockholders, or an amendment on Form 10-K/A are incorporated by reference in Part III of this Form 10-K.2U, Inc.FORM 10-KTABLE OF CONTENTS PAGEPART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments43Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations45Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PART IIIItem 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accounting Fees and Services116PART IVItem 15.Exhibits, Financial Statement Schedules117Item 16.Form 10-K Summary117Signatures1181 • • • • • • • • • • the potential negative impact of the significant decline in the market price of our common stock, including the the potential negative impact of the significant decline in the market price of our common stock, including the impairment of goodwill and indefinite-lived intangible assets; impairment of goodwill and indefinite-lived intangible assets; the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) our expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties our expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties pandemic; pandemic; and/or their respective affiliates; and and/or their respective affiliates; and other factors beyond our control. other factors beyond our control. You should refer to the risks described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for a You should refer to the risks described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, Annual Report on Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. as a result of new information, future events or otherwise, except as required by law. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. statements. Additional Information Additional Information In this Annual Report on Form 10-K, the terms “2U,” “our company,” “we,” “us,” and “our” refer to 2U, Inc. and In this Annual Report on Form 10-K, the terms “2U,” “our company,” “we,” “us,” and “our” refer to 2U, Inc. and its subsidiaries, unless the context indicates otherwise. its subsidiaries, unless the context indicates otherwise. We announce material information to the public through a variety of means, including filings with the Securities and We announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, our website (2u.com), the investor relations section of our Exchange Commission, press releases, public conference calls, our website (2u.com), the investor relations section of our website (investor.2u.com), our Twitter account (@2Uinc), Chip Paucek’s Twitter account (@chippaucek) and our blogs website (investor.2u.com), our Twitter account (@2Uinc), Chip Paucek’s Twitter account (@chippaucek) and our blogs (2u.com/latest and blog.edx.org). We use these channels to communicate with investors and the public about our company, our (2u.com/latest and blog.edx.org). We use these channels to communicate with investors and the public about our company, our products, and other matters. Therefore, we encourage investors, the media and others interested in our company to review the products, and other matters. Therefore, we encourage investors, the media and others interested in our company to review the information we make public in these locations, as such information could be deemed to be material information. The information we make public in these locations, as such information could be deemed to be material information. The information on or accessible through our websites and social media channels is not incorporated by reference in this Annual information on or accessible through our websites and social media channels is not incorporated by reference in this Annual SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS the impact and cost of stockholder activism; the impact and cost of stockholder activism; This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to substantial risks and uncertainties. All statements, other than statements of Litigation Reform Act of 1995, which are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, are forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” historical fact, are forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report on Form 10-K, we caution you that these statements are based each forward-looking statement contained in this Annual Report on Form 10-K, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: certain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • trends in the higher education market and the market for online education, and expectations for growth in those trends in the higher education market and the market for online education, and expectations for growth in those markets; markets; our ability to maintain minimum recurring revenues or other financial ratios during required periods through the our ability to maintain minimum recurring revenues or other financial ratios during required periods through the maturity date of our Amended Term Loan Facilities (as defined below); maturity date of our Amended Term Loan Facilities (as defined below); the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies; accreditors and state and federal licensing bodies; the impact of competition on our industry and innovations by competitors; the impact of competition on our industry and innovations by competitors; our ability to comply with evolving regulations and legal obligations related to data privacy, data protection and our ability to comply with evolving regulations and legal obligations related to data privacy, data protection and information security; information security; our expectations about the potential benefits of our cloud-based software-as-a-service technology and technology- our expectations about the potential benefits of our cloud-based software-as-a-service technology and technology- enabled services to university clients and students; enabled services to university clients and students; our dependence on third parties to provide certain technological services or components used in our platform; our dependence on third parties to provide certain technological services or components used in our platform; our expectations about the predictability, visibility and recurring nature of our business model; our expectations about the predictability, visibility and recurring nature of our business model; our ability to meet the anticipated launch dates of our offerings; our ability to meet the anticipated launch dates of our offerings; our ability to acquire new clients and expand our offerings with existing university clients; our ability to acquire new clients and expand our offerings with existing university clients; our ability to successfully integrate the operations of our acquisitions, including the edX Acquisition (as defined our ability to successfully integrate the operations of our acquisitions, including the edX Acquisition (as defined below), to achieve the expected benefits of our acquisitions and manage, expand and grow the combined company; below), to achieve the expected benefits of our acquisitions and manage, expand and grow the combined company; Report on Form 10-K. Report on Form 10-K. our ability to refinance our indebtedness on attractive terms, if at all, to better align with our focus on profitability; our ability to refinance our indebtedness on attractive terms, if at all, to better align with our focus on profitability; our ability to service our substantial indebtedness and comply with the covenants and conversion obligations contained our ability to service our substantial indebtedness and comply with the covenants and conversion obligations contained in the Indentures (as defined below) governing our Convertible Notes (as defined below) and the Second Amended in the Indentures (as defined below) governing our Convertible Notes (as defined below) and the Second Amended Credit Agreement (as defined below) governing our Amended Term Loan Facilities ; Credit Agreement (as defined below) governing our Amended Term Loan Facilities ; our ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not our ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not impaired; impaired; our ability to execute our growth strategy including expansion internationally and grow our enterprise business; our ability to execute our growth strategy including expansion internationally and grow our enterprise business; our ability to continue to recruit prospective students for our offerings; our ability to continue to recruit prospective students for our offerings; our ability to maintain or increase student retention rates in our degree programs; our ability to maintain or increase student retention rates in our degree programs; our ability to attract, hire and retain qualified employees; our ability to attract, hire and retain qualified employees; our expectations about the scalability of our platform; our expectations about the scalability of our platform; potential changes in laws, regulations or guidance applicable to us or our university clients; potential changes in laws, regulations or guidance applicable to us or our university clients; our expectations regarding the amount of time our cash balances and other available financial resources will be our expectations regarding the amount of time our cash balances and other available financial resources will be sufficient to fund our operations; sufficient to fund our operations; 2 2 3 3 • • • • • • • • • • the impact and cost of stockholder activism; the impact and cost of stockholder activism; the potential negative impact of the significant decline in the market price of our common stock, including the the potential negative impact of the significant decline in the market price of our common stock, including the impairment of goodwill and indefinite-lived intangible assets; impairment of goodwill and indefinite-lived intangible assets; the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) pandemic; pandemic; our expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties our expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties and/or their respective affiliates; and and/or their respective affiliates; and other factors beyond our control. other factors beyond our control. You should refer to the risks described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for a You should refer to the risks described in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, Annual Report on Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. as a result of new information, future events or otherwise, except as required by law. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. statements. Additional Information Additional Information In this Annual Report on Form 10-K, the terms “2U,” “our company,” “we,” “us,” and “our” refer to 2U, Inc. and In this Annual Report on Form 10-K, the terms “2U,” “our company,” “we,” “us,” and “our” refer to 2U, Inc. and its subsidiaries, unless the context indicates otherwise. its subsidiaries, unless the context indicates otherwise. We announce material information to the public through a variety of means, including filings with the Securities and We announce material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, our website (2u.com), the investor relations section of our Exchange Commission, press releases, public conference calls, our website (2u.com), the investor relations section of our website (investor.2u.com), our Twitter account (@2Uinc), Chip Paucek’s Twitter account (@chippaucek) and our blogs website (investor.2u.com), our Twitter account (@2Uinc), Chip Paucek’s Twitter account (@chippaucek) and our blogs (2u.com/latest and blog.edx.org). We use these channels to communicate with investors and the public about our company, our (2u.com/latest and blog.edx.org). We use these channels to communicate with investors and the public about our company, our products, and other matters. Therefore, we encourage investors, the media and others interested in our company to review the products, and other matters. Therefore, we encourage investors, the media and others interested in our company to review the information we make public in these locations, as such information could be deemed to be material information. The information we make public in these locations, as such information could be deemed to be material information. The information on or accessible through our websites and social media channels is not incorporated by reference in this Annual information on or accessible through our websites and social media channels is not incorporated by reference in this Annual Report on Form 10-K. Report on Form 10-K. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to substantial risks and uncertainties. All statements, other than statements of Litigation Reform Act of 1995, which are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, are forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” historical fact, are forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Annual Report on Form 10-K, we caution you that these statements are based each forward-looking statement contained in this Annual Report on Form 10-K, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: certain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • trends in the higher education market and the market for online education, and expectations for growth in those trends in the higher education market and the market for online education, and expectations for growth in those markets; markets; our ability to maintain minimum recurring revenues or other financial ratios during required periods through the our ability to maintain minimum recurring revenues or other financial ratios during required periods through the maturity date of our Amended Term Loan Facilities (as defined below); maturity date of our Amended Term Loan Facilities (as defined below); the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies; accreditors and state and federal licensing bodies; the impact of competition on our industry and innovations by competitors; the impact of competition on our industry and innovations by competitors; our ability to comply with evolving regulations and legal obligations related to data privacy, data protection and our ability to comply with evolving regulations and legal obligations related to data privacy, data protection and information security; information security; our expectations about the potential benefits of our cloud-based software-as-a-service technology and technology- our expectations about the potential benefits of our cloud-based software-as-a-service technology and technology- enabled services to university clients and students; enabled services to university clients and students; our dependence on third parties to provide certain technological services or components used in our platform; our dependence on third parties to provide certain technological services or components used in our platform; our expectations about the predictability, visibility and recurring nature of our business model; our expectations about the predictability, visibility and recurring nature of our business model; our ability to meet the anticipated launch dates of our offerings; our ability to meet the anticipated launch dates of our offerings; our ability to acquire new clients and expand our offerings with existing university clients; our ability to acquire new clients and expand our offerings with existing university clients; our ability to successfully integrate the operations of our acquisitions, including the edX Acquisition (as defined our ability to successfully integrate the operations of our acquisitions, including the edX Acquisition (as defined below), to achieve the expected benefits of our acquisitions and manage, expand and grow the combined company; below), to achieve the expected benefits of our acquisitions and manage, expand and grow the combined company; our ability to refinance our indebtedness on attractive terms, if at all, to better align with our focus on profitability; our ability to refinance our indebtedness on attractive terms, if at all, to better align with our focus on profitability; our ability to service our substantial indebtedness and comply with the covenants and conversion obligations contained our ability to service our substantial indebtedness and comply with the covenants and conversion obligations contained in the Indentures (as defined below) governing our Convertible Notes (as defined below) and the Second Amended in the Indentures (as defined below) governing our Convertible Notes (as defined below) and the Second Amended Credit Agreement (as defined below) governing our Amended Term Loan Facilities ; Credit Agreement (as defined below) governing our Amended Term Loan Facilities ; our ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not our ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not impaired; impaired; our ability to execute our growth strategy including expansion internationally and grow our enterprise business; our ability to execute our growth strategy including expansion internationally and grow our enterprise business; our ability to continue to recruit prospective students for our offerings; our ability to continue to recruit prospective students for our offerings; our ability to maintain or increase student retention rates in our degree programs; our ability to maintain or increase student retention rates in our degree programs; our ability to attract, hire and retain qualified employees; our ability to attract, hire and retain qualified employees; our expectations about the scalability of our platform; our expectations about the scalability of our platform; potential changes in laws, regulations or guidance applicable to us or our university clients; potential changes in laws, regulations or guidance applicable to us or our university clients; our expectations regarding the amount of time our cash balances and other available financial resources will be our expectations regarding the amount of time our cash balances and other available financial resources will be sufficient to fund our operations; sufficient to fund our operations; 2 2 3 3 Item 1. Business Item 1. Business Overview Overview PART I PART I We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock systems with those of our enterprise clients to allow for secure access to our catalog of offerings directly through our systems with those of our enterprise clients to allow for secure access to our catalog of offerings directly through our human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education offerings, from free courses to degree programs. offerings, from free courses to degree programs. We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education offerings and allows students to easily access high-quality, job-relevant education without the barriers of cost or location. offerings and allows students to easily access high-quality, job-relevant education without the barriers of cost or location. Business Segments Business Segments We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. degree of the same quality they would receive on campus. In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces. entities to enable upskilling and reskilling of their workforces. Our Platform Our Platform Our platform consists of a seamlessly integrated ecosystem of technology, people and data. Through our platform, we Our platform consists of a seamlessly integrated ecosystem of technology, people and data. Through our platform, we provide the tools and services our clients need to bring their education offerings online, at scale and we provide learners with provide the tools and services our clients need to bring their education offerings online, at scale and we provide learners with flexible, high-quality learning opportunities across an expansive range of topics to support their educational and career goals. flexible, high-quality learning opportunities across an expansive range of topics to support their educational and career goals. edX edX edX.org provides access to the full catalog of online offerings that we enable, ranging from free offerings to graduate edX.org provides access to the full catalog of online offerings that we enable, ranging from free offerings to graduate degrees. This thriving marketplace allows us to connect a large base of learners with our comprehensive range of high-quality degrees. This thriving marketplace allows us to connect a large base of learners with our comprehensive range of high-quality education offerings and identify new high-intent learners efficiently. education offerings and identify new high-intent learners efficiently. Our Technology and Technology-Enabled Services Our Technology and Technology-Enabled Services In the Degree Program Segment, we offer our university clients a broad set of technology and services spanning the student In the Degree Program Segment, we offer our university clients a broad set of technology and services spanning the student journey from pre-enrollment through graduation. Clients can utilize the entire bundle of technology and services that we offer, journey from pre-enrollment through graduation. Clients can utilize the entire bundle of technology and services that we offer, or a more flexible set of services under our flexible degree model. In the Alternative Credential Segment, we provide or a more flexible set of services under our flexible degree model. In the Alternative Credential Segment, we provide technology and services to enable our clients to provide a range of non-degree credentials and other courses to learners. technology and services to enable our clients to provide a range of non-degree credentials and other courses to learners. Our Technology Our Technology • • Learning Technology – For many of our offerings, including all of our open course and micro-credential offerings, our Learning Technology – For many of our offerings, including all of our open course and micro-credential offerings, our clients leverage an open source learning technology platform (the “Open edX Platform”). We have customized this clients leverage an open source learning technology platform (the “Open edX Platform”). We have customized this learner-centric, scalable learning platform to enable our clients to easily build and launch offerings on edX. For certain learner-centric, scalable learning platform to enable our clients to easily build and launch offerings on edX. For certain degree, executive education and boot camp offerings, we use other learning platforms that provide an integrated hub degree, executive education and boot camp offerings, we use other learning platforms that provide an integrated hub for students to access coursework and learning modules, interact with tutors and peers, attend live classes, and review for students to access coursework and learning modules, interact with tutors and peers, attend live classes, and review assignment grading and tutor feedback. Our STEM-based education tools and collaborative annotation technology assignment grading and tutor feedback. Our STEM-based education tools and collaborative annotation technology significantly enhance the learning experience for students and the instruction capabilities for faculty. significantly enhance the learning experience for students and the instruction capabilities for faculty. 4 4 5 5 • • Integrated Learning and Business Systems – We use a variety of proprietary technologies to streamline the launch of Integrated Learning and Business Systems – We use a variety of proprietary technologies to streamline the launch of our degree programs at scale across multiple schools. Prior to the launch of new degree programs, we also tightly our degree programs at scale across multiple schools. Prior to the launch of new degree programs, we also tightly integrate our systems with our university clients’ systems by building integrations and data connections. These integrate our systems with our university clients’ systems by building integrations and data connections. These integrations facilitate the secure bi-directional exchange of data to support our degree programs and to automate a integrations facilitate the secure bi-directional exchange of data to support our degree programs and to automate a variety of processes on an ongoing basis, including admissions and live class scheduling. We also integrate our variety of processes on an ongoing basis, including admissions and live class scheduling. We also integrate our clients’ corporate learning management systems. clients’ corporate learning management systems. • • Data and Analytics Support – Our platform enables us to measure user interactions from their first introduction to the Data and Analytics Support – Our platform enables us to measure user interactions from their first introduction to the program all the way through completion. This allows us to analyze and understand the types of offerings a given program all the way through completion. This allows us to analyze and understand the types of offerings a given student will be most successful in and helps us determine the level of support they need. In addition, instructors and student will be most successful in and helps us determine the level of support they need. In addition, instructors and faculty are able to leverage platform tools so they can better understand how their students are performing and who faculty are able to leverage platform tools so they can better understand how their students are performing and who may need additional help. may need additional help. Our Technology-Enabled Services Our Technology-Enabled Services • • Student Engagement Services. We provide a broad scope of services to support students at each stage of their learning Student Engagement Services. We provide a broad scope of services to support students at each stage of their learning journey from the enrollment process through post-completion career services. journey from the enrollment process through post-completion career services. ◦ ◦ ◦ ◦ Pre-Enrollment – We provide prospective students with transparent information regarding admissions and Pre-Enrollment – We provide prospective students with transparent information regarding admissions and enrollment requirements, the application process, curriculum, tuition, and time to completion. enrollment requirements, the application process, curriculum, tuition, and time to completion. Student Support – In many offerings, we provide students with best-in-class support by assigning a dedicated Student Support – In many offerings, we provide students with best-in-class support by assigning a dedicated advisor that is focused on retention and graduation. These advisors provide individualized non-academic advisor that is focused on retention and graduation. These advisors provide individualized non-academic support throughout their program by using data analysis and proprietary tools to create personalized coaching support throughout their program by using data analysis and proprietary tools to create personalized coaching plans for students, and ensure student questions on asynchronous content or coursework receive a timely plans for students, and ensure student questions on asynchronous content or coursework receive a timely response from an advisor or teaching assistant. response from an advisor or teaching assistant. ◦ ◦ Post-Completion – We provide students and alumni of our clients’ offerings with access to industry-aligned Post-Completion – We provide students and alumni of our clients’ offerings with access to industry-aligned resources designed to support students in achieving their career goals following program completion through resources designed to support students in achieving their career goals following program completion through our Career Engagement Network. These services include resume and interview tools, live coaching and our Career Engagement Network. These services include resume and interview tools, live coaching and workshops as well as career fairs and employer referrals to our strong network of employer partnerships workshops as well as career fairs and employer referrals to our strong network of employer partnerships around the world. around the world. • • Curriculum and Learning Services. Our platform enables faculty of our university clients to author and publish high- Curriculum and Learning Services. Our platform enables faculty of our university clients to author and publish high- quality content for their offerings efficiently. We provide course strategy and design consultation services and other quality content for their offerings efficiently. We provide course strategy and design consultation services and other self-help resources to assist faculty in creating engaging course content. For certain offerings, our learning design and self-help resources to assist faculty in creating engaging course content. For certain offerings, our learning design and development experts collaborate with faculty to produce high-quality, engaging, online coursework and content for our development experts collaborate with faculty to produce high-quality, engaging, online coursework and content for our university clients’ offerings. We use a variety of technology tools that allow us to scale our curriculum and learning university clients’ offerings. We use a variety of technology tools that allow us to scale our curriculum and learning services, including a learning management system to author and host asynchronous learning activities and make real- services, including a learning management system to author and host asynchronous learning activities and make real- time updates in certain quickly evolving fields. We also use tools to streamline scheduling, grading and student time updates in certain quickly evolving fields. We also use tools to streamline scheduling, grading and student collaboration in the virtual learning environment for students and professors. We also recruit, hire and train faculty to collaboration in the virtual learning environment for students and professors. We also recruit, hire and train faculty to teach the executive education and boot camp offerings for our clients. teach the executive education and boot camp offerings for our clients. • Marketing Services. Our marketing efforts center on using the strength of the edX brand and the popularity of edX.org • Marketing Services. Our marketing efforts center on using the strength of the edX brand and the popularity of edX.org to enable learners to find our offerings through free or low-cost acquisition channels. The edX platform gives us access to enable learners to find our offerings through free or low-cost acquisition channels. The edX platform gives us access to a large global audience, a comprehensive library of educational content, and a trusted brand with significant to a large global audience, a comprehensive library of educational content, and a trusted brand with significant consumer recognition. Through data analytics and machine learning techniques, we connect learners with the consumer recognition. Through data analytics and machine learning techniques, we connect learners with the appropriate high-quality learning experiences based on their skill sets and learning goals. We also deploy program- appropriate high-quality learning experiences based on their skill sets and learning goals. We also deploy program- specific marketing campaigns, primarily for our university clients’ degree programs. These campaigns leverage our specific marketing campaigns, primarily for our university clients’ degree programs. These campaigns leverage our university clients’ brands and approved messaging to generate interest in a particular program. university clients’ brands and approved messaging to generate interest in a particular program. • • University & Faculty Support Services. We provide a range of other services to enable the success of our university University & Faculty Support Services. We provide a range of other services to enable the success of our university clients’ online degree programs and allow them to focus on their core academic functions. clients’ online degree programs and allow them to focus on their core academic functions. ◦ ◦ Admissions – While our university clients are solely responsible for setting admissions standards and making Admissions – While our university clients are solely responsible for setting admissions standards and making admissions decisions, we provide technology-enabled services to streamline the admissions process by admissions decisions, we provide technology-enabled services to streamline the admissions process by assisting prospective students in the application process and organizing and routing completed student assisting prospective students in the application process and organizing and routing completed student application packages to the university’s admissions office. application packages to the university’s admissions office. ◦ ◦ Placement – Using our global network of clinics, hospitals, schools and other sites, our field placement team Placement – Using our global network of clinics, hospitals, schools and other sites, our field placement team secures local placements for students enrolled in degree programs such as nursing, social work, teaching and secures local placements for students enrolled in degree programs such as nursing, social work, teaching and Item 1. Business Item 1. Business Overview Overview PART I PART I We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education offerings, from free courses to degree programs. offerings, from free courses to degree programs. We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education offerings and allows students to easily access high-quality, job-relevant education without the barriers of cost or location. offerings and allows students to easily access high-quality, job-relevant education without the barriers of cost or location. Business Segments Business Segments We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. degree of the same quality they would receive on campus. In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces. entities to enable upskilling and reskilling of their workforces. Our Platform Our Platform edX edX Our platform consists of a seamlessly integrated ecosystem of technology, people and data. Through our platform, we Our platform consists of a seamlessly integrated ecosystem of technology, people and data. Through our platform, we provide the tools and services our clients need to bring their education offerings online, at scale and we provide learners with provide the tools and services our clients need to bring their education offerings online, at scale and we provide learners with flexible, high-quality learning opportunities across an expansive range of topics to support their educational and career goals. flexible, high-quality learning opportunities across an expansive range of topics to support their educational and career goals. edX.org provides access to the full catalog of online offerings that we enable, ranging from free offerings to graduate edX.org provides access to the full catalog of online offerings that we enable, ranging from free offerings to graduate degrees. This thriving marketplace allows us to connect a large base of learners with our comprehensive range of high-quality degrees. This thriving marketplace allows us to connect a large base of learners with our comprehensive range of high-quality education offerings and identify new high-intent learners efficiently. education offerings and identify new high-intent learners efficiently. Our Technology and Technology-Enabled Services Our Technology and Technology-Enabled Services In the Degree Program Segment, we offer our university clients a broad set of technology and services spanning the student In the Degree Program Segment, we offer our university clients a broad set of technology and services spanning the student journey from pre-enrollment through graduation. Clients can utilize the entire bundle of technology and services that we offer, journey from pre-enrollment through graduation. Clients can utilize the entire bundle of technology and services that we offer, or a more flexible set of services under our flexible degree model. In the Alternative Credential Segment, we provide or a more flexible set of services under our flexible degree model. In the Alternative Credential Segment, we provide technology and services to enable our clients to provide a range of non-degree credentials and other courses to learners. technology and services to enable our clients to provide a range of non-degree credentials and other courses to learners. Our Technology Our Technology • • Learning Technology – For many of our offerings, including all of our open course and micro-credential offerings, our Learning Technology – For many of our offerings, including all of our open course and micro-credential offerings, our clients leverage an open source learning technology platform (the “Open edX Platform”). We have customized this clients leverage an open source learning technology platform (the “Open edX Platform”). We have customized this learner-centric, scalable learning platform to enable our clients to easily build and launch offerings on edX. For certain learner-centric, scalable learning platform to enable our clients to easily build and launch offerings on edX. For certain degree, executive education and boot camp offerings, we use other learning platforms that provide an integrated hub degree, executive education and boot camp offerings, we use other learning platforms that provide an integrated hub for students to access coursework and learning modules, interact with tutors and peers, attend live classes, and review for students to access coursework and learning modules, interact with tutors and peers, attend live classes, and review assignment grading and tutor feedback. Our STEM-based education tools and collaborative annotation technology assignment grading and tutor feedback. Our STEM-based education tools and collaborative annotation technology significantly enhance the learning experience for students and the instruction capabilities for faculty. significantly enhance the learning experience for students and the instruction capabilities for faculty. • • • • Integrated Learning and Business Systems – We use a variety of proprietary technologies to streamline the launch of Integrated Learning and Business Systems – We use a variety of proprietary technologies to streamline the launch of our degree programs at scale across multiple schools. Prior to the launch of new degree programs, we also tightly our degree programs at scale across multiple schools. Prior to the launch of new degree programs, we also tightly integrate our systems with our university clients’ systems by building integrations and data connections. These integrate our systems with our university clients’ systems by building integrations and data connections. These integrations facilitate the secure bi-directional exchange of data to support our degree programs and to automate a integrations facilitate the secure bi-directional exchange of data to support our degree programs and to automate a variety of processes on an ongoing basis, including admissions and live class scheduling. We also integrate our variety of processes on an ongoing basis, including admissions and live class scheduling. We also integrate our systems with those of our enterprise clients to allow for secure access to our catalog of offerings directly through our systems with those of our enterprise clients to allow for secure access to our catalog of offerings directly through our clients’ corporate learning management systems. clients’ corporate learning management systems. Data and Analytics Support – Our platform enables us to measure user interactions from their first introduction to the Data and Analytics Support – Our platform enables us to measure user interactions from their first introduction to the program all the way through completion. This allows us to analyze and understand the types of offerings a given program all the way through completion. This allows us to analyze and understand the types of offerings a given student will be most successful in and helps us determine the level of support they need. In addition, instructors and student will be most successful in and helps us determine the level of support they need. In addition, instructors and faculty are able to leverage platform tools so they can better understand how their students are performing and who faculty are able to leverage platform tools so they can better understand how their students are performing and who may need additional help. may need additional help. Our Technology-Enabled Services Our Technology-Enabled Services • • Student Engagement Services. We provide a broad scope of services to support students at each stage of their learning Student Engagement Services. We provide a broad scope of services to support students at each stage of their learning journey from the enrollment process through post-completion career services. journey from the enrollment process through post-completion career services. ◦ ◦ ◦ ◦ ◦ ◦ Pre-Enrollment – We provide prospective students with transparent information regarding admissions and Pre-Enrollment – We provide prospective students with transparent information regarding admissions and enrollment requirements, the application process, curriculum, tuition, and time to completion. enrollment requirements, the application process, curriculum, tuition, and time to completion. Student Support – In many offerings, we provide students with best-in-class support by assigning a dedicated Student Support – In many offerings, we provide students with best-in-class support by assigning a dedicated advisor that is focused on retention and graduation. These advisors provide individualized non-academic advisor that is focused on retention and graduation. These advisors provide individualized non-academic support throughout their program by using data analysis and proprietary tools to create personalized coaching support throughout their program by using data analysis and proprietary tools to create personalized coaching plans for students, and ensure student questions on asynchronous content or coursework receive a timely plans for students, and ensure student questions on asynchronous content or coursework receive a timely response from an advisor or teaching assistant. response from an advisor or teaching assistant. Post-Completion – We provide students and alumni of our clients’ offerings with access to industry-aligned Post-Completion – We provide students and alumni of our clients’ offerings with access to industry-aligned resources designed to support students in achieving their career goals following program completion through resources designed to support students in achieving their career goals following program completion through our Career Engagement Network. These services include resume and interview tools, live coaching and our Career Engagement Network. These services include resume and interview tools, live coaching and workshops as well as career fairs and employer referrals to our strong network of employer partnerships workshops as well as career fairs and employer referrals to our strong network of employer partnerships around the world. around the world. • • Curriculum and Learning Services. Our platform enables faculty of our university clients to author and publish high- Curriculum and Learning Services. Our platform enables faculty of our university clients to author and publish high- quality content for their offerings efficiently. We provide course strategy and design consultation services and other quality content for their offerings efficiently. We provide course strategy and design consultation services and other self-help resources to assist faculty in creating engaging course content. For certain offerings, our learning design and self-help resources to assist faculty in creating engaging course content. For certain offerings, our learning design and development experts collaborate with faculty to produce high-quality, engaging, online coursework and content for our development experts collaborate with faculty to produce high-quality, engaging, online coursework and content for our university clients’ offerings. We use a variety of technology tools that allow us to scale our curriculum and learning university clients’ offerings. We use a variety of technology tools that allow us to scale our curriculum and learning services, including a learning management system to author and host asynchronous learning activities and make real- services, including a learning management system to author and host asynchronous learning activities and make real- time updates in certain quickly evolving fields. We also use tools to streamline scheduling, grading and student time updates in certain quickly evolving fields. We also use tools to streamline scheduling, grading and student collaboration in the virtual learning environment for students and professors. We also recruit, hire and train faculty to collaboration in the virtual learning environment for students and professors. We also recruit, hire and train faculty to teach the executive education and boot camp offerings for our clients. teach the executive education and boot camp offerings for our clients. • Marketing Services. Our marketing efforts center on using the strength of the edX brand and the popularity of edX.org • Marketing Services. Our marketing efforts center on using the strength of the edX brand and the popularity of edX.org to enable learners to find our offerings through free or low-cost acquisition channels. The edX platform gives us access to enable learners to find our offerings through free or low-cost acquisition channels. The edX platform gives us access to a large global audience, a comprehensive library of educational content, and a trusted brand with significant to a large global audience, a comprehensive library of educational content, and a trusted brand with significant consumer recognition. Through data analytics and machine learning techniques, we connect learners with the consumer recognition. Through data analytics and machine learning techniques, we connect learners with the appropriate high-quality learning experiences based on their skill sets and learning goals. We also deploy program- appropriate high-quality learning experiences based on their skill sets and learning goals. We also deploy program- specific marketing campaigns, primarily for our university clients’ degree programs. These campaigns leverage our specific marketing campaigns, primarily for our university clients’ degree programs. These campaigns leverage our university clients’ brands and approved messaging to generate interest in a particular program. university clients’ brands and approved messaging to generate interest in a particular program. • • University & Faculty Support Services. We provide a range of other services to enable the success of our university University & Faculty Support Services. We provide a range of other services to enable the success of our university clients’ online degree programs and allow them to focus on their core academic functions. clients’ online degree programs and allow them to focus on their core academic functions. ◦ ◦ ◦ ◦ Admissions – While our university clients are solely responsible for setting admissions standards and making Admissions – While our university clients are solely responsible for setting admissions standards and making admissions decisions, we provide technology-enabled services to streamline the admissions process by admissions decisions, we provide technology-enabled services to streamline the admissions process by assisting prospective students in the application process and organizing and routing completed student assisting prospective students in the application process and organizing and routing completed student application packages to the university’s admissions office. application packages to the university’s admissions office. Placement – Using our global network of clinics, hospitals, schools and other sites, our field placement team Placement – Using our global network of clinics, hospitals, schools and other sites, our field placement team secures local placements for students enrolled in degree programs such as nursing, social work, teaching and secures local placements for students enrolled in degree programs such as nursing, social work, teaching and 4 4 5 5 other programs that require field placements to satisfy curriculum and accreditation requirements. We have other programs that require field placements to satisfy curriculum and accreditation requirements. We have integrated placements into our learning technology to enable students, faculty and field placement supervisors integrated placements into our learning technology to enable students, faculty and field placement supervisors to monitor completion of student field work directly from our platform. to monitor completion of student field work directly from our platform. wide range of institutions seeking to upskill and train employees at any level of their organizations in job-relevant wide range of institutions seeking to upskill and train employees at any level of their organizations in job-relevant subject areas. We also intend to expand our work with governments, local workforce agencies as well as corporations subject areas. We also intend to expand our work with governments, local workforce agencies as well as corporations and nonprofits to provide lifelong learning and skills training to fill pressing workforce needs often in technology and nonprofits to provide lifelong learning and skills training to fill pressing workforce needs often in technology ◦ ◦ Faculty Success – We provide a dedicated team to support and train university administration and faculty on Faculty Success – We provide a dedicated team to support and train university administration and faculty on how to use our platform to facilitate high-quality live instruction. In addition, we help our university clients how to use our platform to facilitate high-quality live instruction. In addition, we help our university clients succeed by assisting with faculty recruiting efforts, including attracting, cultivating and vetting a pool of succeed by assisting with faculty recruiting efforts, including attracting, cultivating and vetting a pool of faculty candidates for our university clients. faculty candidates for our university clients. Key Benefits of our Platform Key Benefits of our Platform We believe our platform provides the following key benefits: We believe our platform provides the following key benefits: • • • • Extend Institutional Reach and Impact. Our platform enables our clients to extend their brands and increase their Extend Institutional Reach and Impact. Our platform enables our clients to extend their brands and increase their impact by delivering high-quality education offerings to students anywhere in the world at a wide range of prices and impact by delivering high-quality education offerings to students anywhere in the world at a wide range of prices and credential levels. credential levels. Comprehensive Scope of Offerings. We provide a broad range of education offerings to students that range from free Comprehensive Scope of Offerings. We provide a broad range of education offerings to students that range from free open courses to graduate degree programs. Our breadth of offerings allows students to gain the skills and credentials open courses to graduate degree programs. Our breadth of offerings allows students to gain the skills and credentials they need to reach their career and personal goals and provides the flexibility to “stack” credentials to progress towards they need to reach their career and personal goals and provides the flexibility to “stack” credentials to progress towards a more advanced credential or degree. a more advanced credential or degree. • Marketing Reach and Trusted Brand. We believe edX.org, together with its strong consumer-facing brand, enables our • Marketing Reach and Trusted Brand. We believe edX.org, together with its strong consumer-facing brand, enables our clients to efficiently reach a large audience of potential students. As we continue to expand the scope of offerings on clients to efficiently reach a large audience of potential students. As we continue to expand the scope of offerings on edX, we believe we will generate additional interest in our offerings among students and incentivize clients to create edX, we believe we will generate additional interest in our offerings among students and incentivize clients to create additional offerings ranging from free-to-degree. additional offerings ranging from free-to-degree. • • • • • • • • Outcomes. Our platform allows students to pursue a wide range of high-quality education offerings provided by Outcomes. Our platform allows students to pursue a wide range of high-quality education offerings provided by leading universities and other top-tier institutions. Through these offerings, students obtain valuable skills and leading universities and other top-tier institutions. Through these offerings, students obtain valuable skills and credentials that can create upward career mobility, facilitate a transition to a new field and lead to personal enrichment. credentials that can create upward career mobility, facilitate a transition to a new field and lead to personal enrichment. Turnkey Solution. Our platform provides a broad set of capabilities that would otherwise require universities to Turnkey Solution. Our platform provides a broad set of capabilities that would otherwise require universities to purchase multiple, disparate point solutions, and significantly increase headcount in marketing, data analytics, purchase multiple, disparate point solutions, and significantly increase headcount in marketing, data analytics, technology and other areas, particularly with respect to degree offerings. technology and other areas, particularly with respect to degree offerings. Scalable Support. High-quality student support is central to our services. We provide student support that is tailored to Scalable Support. High-quality student support is central to our services. We provide student support that is tailored to student needs and offering type. For many of our offerings our support teams work with prospective students prior to student needs and offering type. For many of our offerings our support teams work with prospective students prior to enrollment as they consider and apply to a particular offering. Once enrolled, we augment the academic experience by enrollment as they consider and apply to a particular offering. Once enrolled, we augment the academic experience by assigning a dedicated advisor to provide ongoing individualized non-academic support and career guidance for certain assigning a dedicated advisor to provide ongoing individualized non-academic support and career guidance for certain offerings. offerings. Low Financial Risk for Clients. We make many of the initial investments required to launch new offerings across our Low Financial Risk for Clients. We make many of the initial investments required to launch new offerings across our portfolio. In our Degree Program Segment, in particular, we make significant investments in technology, integration, portfolio. In our Degree Program Segment, in particular, we make significant investments in technology, integration, content production, marketing, student and faculty support, and other services. Our revenue-share model, combined content production, marketing, student and faculty support, and other services. Our revenue-share model, combined with long contractual terms in this segment, enables us to make these investments without significant financial risk to with long contractual terms in this segment, enables us to make these investments without significant financial risk to our university clients. our university clients. Our Growth Strategy Our Growth Strategy We intend to continue our industry leadership as a provider of a digital education platform that enables our clients to We intend to continue our industry leadership as a provider of a digital education platform that enables our clients to deliver high-quality online education at scale and provides students with lifelong learning opportunities to unlock their deliver high-quality online education at scale and provides students with lifelong learning opportunities to unlock their potential. Our approach to growth is disciplined and focused on long-term success. The principal elements of our strategy are: potential. Our approach to growth is disciplined and focused on long-term success. The principal elements of our strategy are: • • • • • • Adding Offerings and Increasing Enrollments. We intend to add additional top-tier universities and other entities to Adding Offerings and Increasing Enrollments. We intend to add additional top-tier universities and other entities to our client base and to increase the number of offerings we power on behalf of our existing client base. edX allows our client base and to increase the number of offerings we power on behalf of our existing client base. edX allows potential students to search for and find courses of interest from free-to-degree efficiently. potential students to search for and find courses of interest from free-to-degree efficiently. Adding New Offering Types. We intend to continue evolving our offering portfolio to meet the demands of lifelong Adding New Offering Types. We intend to continue evolving our offering portfolio to meet the demands of lifelong learners particularly in rapidly evolving fields. This evolution could include new offering types, course bundles or learners particularly in rapidly evolving fields. This evolution could include new offering types, course bundles or stacks, or additional credentialing options. stacks, or additional credentialing options. Broadening Enterprise Channel. We believe continuing to expand our enterprise channel presents a significant Broadening Enterprise Channel. We believe continuing to expand our enterprise channel presents a significant opportunity for us. Our deep catalog of over 4,000 high-quality free-to-degree offerings enables us to partner with a opportunity for us. Our deep catalog of over 4,000 high-quality free-to-degree offerings enables us to partner with a focused fields. focused fields. • • Expanding Globally. edX generates significant global web traffic and has a large non-US learner base. We believe this Expanding Globally. edX generates significant global web traffic and has a large non-US learner base. We believe this creates a significant opportunity to expand our offerings with top-tier international universities and other entities and to creates a significant opportunity to expand our offerings with top-tier international universities and other entities and to attract additional non-US learners to our existing offerings. We also intend to grow our geographic reach by adding attract additional non-US learners to our existing offerings. We also intend to grow our geographic reach by adding offerings to edX from other digital education providers that have a strong non-U.S. university client base. offerings to edX from other digital education providers that have a strong non-U.S. university client base. Clients Clients Competition Competition As of December 31, 2022, we had more than 230 clients with more than 4,000 offerings. Our clients are nonprofit colleges As of December 31, 2022, we had more than 230 clients with more than 4,000 offerings. Our clients are nonprofit colleges and universities as well as leading corporations and non-profit entities. and universities as well as leading corporations and non-profit entities. The overall market for technology solutions that enable higher education providers to deliver education online is highly The overall market for technology solutions that enable higher education providers to deliver education online is highly fragmented, rapidly evolving and subject to changing technology, shifting needs of students, faculty and clients and frequent fragmented, rapidly evolving and subject to changing technology, shifting needs of students, faculty and clients and frequent introductions of new delivery methods. introductions of new delivery methods. We face competition from various companies in the online education sector, including companies that provide direct-to- We face competition from various companies in the online education sector, including companies that provide direct-to- consumer online education offerings, corporate training programs and technology solutions and services to universities that consumer online education offerings, corporate training programs and technology solutions and services to universities that offer online learning programs. Many of these companies provide components of the technology and services we provide, and offer online learning programs. Many of these companies provide components of the technology and services we provide, and these companies may choose to pursue some of the institutions we target. Moreover, nonprofit colleges and universities may these companies may choose to pursue some of the institutions we target. Moreover, nonprofit colleges and universities may elect to continue using or develop their own online learning solutions in-house. elect to continue using or develop their own online learning solutions in-house. We expect that the competitive landscape will continue to expand as the market for online education offerings at nonprofit We expect that the competitive landscape will continue to expand as the market for online education offerings at nonprofit institutions matures. We believe the principal competitive factors in our market include the following: institutions matures. We believe the principal competitive factors in our market include the following: quality and reputation of university client base and track record of performance; quality and reputation of university client base and track record of performance; robustness and evolution of technology solutions and marketplace capabilities; robustness and evolution of technology solutions and marketplace capabilities; scope and quality of educational content; scope and quality of educational content; strength of brand awareness and reputation among consumers; strength of brand awareness and reputation among consumers; ability of online education offerings to deliver desired student outcomes; ability of online education offerings to deliver desired student outcomes; breadth and depth of service offering; breadth and depth of service offering; ability to make significant investments in launching and operating degree programs; ability to make significant investments in launching and operating degree programs; expertise in marketing, student acquisition and student retention; expertise in marketing, student acquisition and student retention; student and faculty experience; student and faculty experience; ease of deployment and use of technology solutions; and ease of deployment and use of technology solutions; and • • • • • • • • • • • • • • • • • • • • • • level of customization, configurability, integration, security, scalability and reliability of technology solutions. level of customization, configurability, integration, security, scalability and reliability of technology solutions. We believe we compete favorably on the basis of these factors. Our ability to remain competitive will depend, to a great We believe we compete favorably on the basis of these factors. Our ability to remain competitive will depend, to a great extent, on our ability to consistently deliver high-quality offerings; attract, support and retain students; and deliver desired extent, on our ability to consistently deliver high-quality offerings; attract, support and retain students; and deliver desired student, faculty and client outcomes. student, faculty and client outcomes. 6 6 7 7 other programs that require field placements to satisfy curriculum and accreditation requirements. We have other programs that require field placements to satisfy curriculum and accreditation requirements. We have integrated placements into our learning technology to enable students, faculty and field placement supervisors integrated placements into our learning technology to enable students, faculty and field placement supervisors to monitor completion of student field work directly from our platform. to monitor completion of student field work directly from our platform. ◦ ◦ Faculty Success – We provide a dedicated team to support and train university administration and faculty on Faculty Success – We provide a dedicated team to support and train university administration and faculty on how to use our platform to facilitate high-quality live instruction. In addition, we help our university clients how to use our platform to facilitate high-quality live instruction. In addition, we help our university clients succeed by assisting with faculty recruiting efforts, including attracting, cultivating and vetting a pool of succeed by assisting with faculty recruiting efforts, including attracting, cultivating and vetting a pool of faculty candidates for our university clients. faculty candidates for our university clients. Key Benefits of our Platform Key Benefits of our Platform We believe our platform provides the following key benefits: We believe our platform provides the following key benefits: wide range of institutions seeking to upskill and train employees at any level of their organizations in job-relevant wide range of institutions seeking to upskill and train employees at any level of their organizations in job-relevant subject areas. We also intend to expand our work with governments, local workforce agencies as well as corporations subject areas. We also intend to expand our work with governments, local workforce agencies as well as corporations and nonprofits to provide lifelong learning and skills training to fill pressing workforce needs often in technology and nonprofits to provide lifelong learning and skills training to fill pressing workforce needs often in technology focused fields. focused fields. • • Expanding Globally. edX generates significant global web traffic and has a large non-US learner base. We believe this Expanding Globally. edX generates significant global web traffic and has a large non-US learner base. We believe this creates a significant opportunity to expand our offerings with top-tier international universities and other entities and to creates a significant opportunity to expand our offerings with top-tier international universities and other entities and to attract additional non-US learners to our existing offerings. We also intend to grow our geographic reach by adding attract additional non-US learners to our existing offerings. We also intend to grow our geographic reach by adding offerings to edX from other digital education providers that have a strong non-U.S. university client base. offerings to edX from other digital education providers that have a strong non-U.S. university client base. Clients Clients Extend Institutional Reach and Impact. Our platform enables our clients to extend their brands and increase their Extend Institutional Reach and Impact. Our platform enables our clients to extend their brands and increase their impact by delivering high-quality education offerings to students anywhere in the world at a wide range of prices and impact by delivering high-quality education offerings to students anywhere in the world at a wide range of prices and credential levels. credential levels. As of December 31, 2022, we had more than 230 clients with more than 4,000 offerings. Our clients are nonprofit colleges As of December 31, 2022, we had more than 230 clients with more than 4,000 offerings. Our clients are nonprofit colleges and universities as well as leading corporations and non-profit entities. and universities as well as leading corporations and non-profit entities. Competition Competition Comprehensive Scope of Offerings. We provide a broad range of education offerings to students that range from free Comprehensive Scope of Offerings. We provide a broad range of education offerings to students that range from free open courses to graduate degree programs. Our breadth of offerings allows students to gain the skills and credentials open courses to graduate degree programs. Our breadth of offerings allows students to gain the skills and credentials they need to reach their career and personal goals and provides the flexibility to “stack” credentials to progress towards they need to reach their career and personal goals and provides the flexibility to “stack” credentials to progress towards The overall market for technology solutions that enable higher education providers to deliver education online is highly The overall market for technology solutions that enable higher education providers to deliver education online is highly fragmented, rapidly evolving and subject to changing technology, shifting needs of students, faculty and clients and frequent fragmented, rapidly evolving and subject to changing technology, shifting needs of students, faculty and clients and frequent introductions of new delivery methods. introductions of new delivery methods. a more advanced credential or degree. a more advanced credential or degree. • Marketing Reach and Trusted Brand. We believe edX.org, together with its strong consumer-facing brand, enables our • Marketing Reach and Trusted Brand. We believe edX.org, together with its strong consumer-facing brand, enables our clients to efficiently reach a large audience of potential students. As we continue to expand the scope of offerings on clients to efficiently reach a large audience of potential students. As we continue to expand the scope of offerings on edX, we believe we will generate additional interest in our offerings among students and incentivize clients to create edX, we believe we will generate additional interest in our offerings among students and incentivize clients to create additional offerings ranging from free-to-degree. additional offerings ranging from free-to-degree. Outcomes. Our platform allows students to pursue a wide range of high-quality education offerings provided by Outcomes. Our platform allows students to pursue a wide range of high-quality education offerings provided by leading universities and other top-tier institutions. Through these offerings, students obtain valuable skills and leading universities and other top-tier institutions. Through these offerings, students obtain valuable skills and credentials that can create upward career mobility, facilitate a transition to a new field and lead to personal enrichment. credentials that can create upward career mobility, facilitate a transition to a new field and lead to personal enrichment. Turnkey Solution. Our platform provides a broad set of capabilities that would otherwise require universities to Turnkey Solution. Our platform provides a broad set of capabilities that would otherwise require universities to purchase multiple, disparate point solutions, and significantly increase headcount in marketing, data analytics, purchase multiple, disparate point solutions, and significantly increase headcount in marketing, data analytics, technology and other areas, particularly with respect to degree offerings. technology and other areas, particularly with respect to degree offerings. Scalable Support. High-quality student support is central to our services. We provide student support that is tailored to Scalable Support. High-quality student support is central to our services. We provide student support that is tailored to student needs and offering type. For many of our offerings our support teams work with prospective students prior to student needs and offering type. For many of our offerings our support teams work with prospective students prior to enrollment as they consider and apply to a particular offering. Once enrolled, we augment the academic experience by enrollment as they consider and apply to a particular offering. Once enrolled, we augment the academic experience by assigning a dedicated advisor to provide ongoing individualized non-academic support and career guidance for certain assigning a dedicated advisor to provide ongoing individualized non-academic support and career guidance for certain offerings. offerings. • • Low Financial Risk for Clients. We make many of the initial investments required to launch new offerings across our Low Financial Risk for Clients. We make many of the initial investments required to launch new offerings across our portfolio. In our Degree Program Segment, in particular, we make significant investments in technology, integration, portfolio. In our Degree Program Segment, in particular, we make significant investments in technology, integration, content production, marketing, student and faculty support, and other services. Our revenue-share model, combined content production, marketing, student and faculty support, and other services. Our revenue-share model, combined with long contractual terms in this segment, enables us to make these investments without significant financial risk to with long contractual terms in this segment, enables us to make these investments without significant financial risk to our university clients. our university clients. Our Growth Strategy Our Growth Strategy We face competition from various companies in the online education sector, including companies that provide direct-to- We face competition from various companies in the online education sector, including companies that provide direct-to- consumer online education offerings, corporate training programs and technology solutions and services to universities that consumer online education offerings, corporate training programs and technology solutions and services to universities that offer online learning programs. Many of these companies provide components of the technology and services we provide, and offer online learning programs. Many of these companies provide components of the technology and services we provide, and these companies may choose to pursue some of the institutions we target. Moreover, nonprofit colleges and universities may these companies may choose to pursue some of the institutions we target. Moreover, nonprofit colleges and universities may elect to continue using or develop their own online learning solutions in-house. elect to continue using or develop their own online learning solutions in-house. We expect that the competitive landscape will continue to expand as the market for online education offerings at nonprofit We expect that the competitive landscape will continue to expand as the market for online education offerings at nonprofit institutions matures. We believe the principal competitive factors in our market include the following: institutions matures. We believe the principal competitive factors in our market include the following: • • • • • • • • • • • • • • • • • • • • • • quality and reputation of university client base and track record of performance; quality and reputation of university client base and track record of performance; robustness and evolution of technology solutions and marketplace capabilities; robustness and evolution of technology solutions and marketplace capabilities; scope and quality of educational content; scope and quality of educational content; strength of brand awareness and reputation among consumers; strength of brand awareness and reputation among consumers; ability of online education offerings to deliver desired student outcomes; ability of online education offerings to deliver desired student outcomes; breadth and depth of service offering; breadth and depth of service offering; ability to make significant investments in launching and operating degree programs; ability to make significant investments in launching and operating degree programs; expertise in marketing, student acquisition and student retention; expertise in marketing, student acquisition and student retention; student and faculty experience; student and faculty experience; ease of deployment and use of technology solutions; and ease of deployment and use of technology solutions; and level of customization, configurability, integration, security, scalability and reliability of technology solutions. level of customization, configurability, integration, security, scalability and reliability of technology solutions. We intend to continue our industry leadership as a provider of a digital education platform that enables our clients to We intend to continue our industry leadership as a provider of a digital education platform that enables our clients to deliver high-quality online education at scale and provides students with lifelong learning opportunities to unlock their deliver high-quality online education at scale and provides students with lifelong learning opportunities to unlock their potential. Our approach to growth is disciplined and focused on long-term success. The principal elements of our strategy are: potential. Our approach to growth is disciplined and focused on long-term success. The principal elements of our strategy are: We believe we compete favorably on the basis of these factors. Our ability to remain competitive will depend, to a great We believe we compete favorably on the basis of these factors. Our ability to remain competitive will depend, to a great extent, on our ability to consistently deliver high-quality offerings; attract, support and retain students; and deliver desired extent, on our ability to consistently deliver high-quality offerings; attract, support and retain students; and deliver desired student, faculty and client outcomes. student, faculty and client outcomes. Adding Offerings and Increasing Enrollments. We intend to add additional top-tier universities and other entities to Adding Offerings and Increasing Enrollments. We intend to add additional top-tier universities and other entities to our client base and to increase the number of offerings we power on behalf of our existing client base. edX allows our client base and to increase the number of offerings we power on behalf of our existing client base. edX allows potential students to search for and find courses of interest from free-to-degree efficiently. potential students to search for and find courses of interest from free-to-degree efficiently. Adding New Offering Types. We intend to continue evolving our offering portfolio to meet the demands of lifelong Adding New Offering Types. We intend to continue evolving our offering portfolio to meet the demands of lifelong learners particularly in rapidly evolving fields. This evolution could include new offering types, course bundles or learners particularly in rapidly evolving fields. This evolution could include new offering types, course bundles or stacks, or additional credentialing options. stacks, or additional credentialing options. Broadening Enterprise Channel. We believe continuing to expand our enterprise channel presents a significant Broadening Enterprise Channel. We believe continuing to expand our enterprise channel presents a significant opportunity for us. Our deep catalog of over 4,000 high-quality free-to-degree offerings enables us to partner with a opportunity for us. Our deep catalog of over 4,000 high-quality free-to-degree offerings enables us to partner with a 6 6 7 7 • • • • • • • • • • • • • • • • Seasonality Seasonality We experience seasonality in our marketing and sales expense in both our Degree Program Segment and our Alternative We experience seasonality in our marketing and sales expense in both our Degree Program Segment and our Alternative Credential Segment. We typically reduce our paid search and other marketing and sales efforts during late November and Credential Segment. We typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season. We generally do not experience pronounced seasonality in our December because of less demand during the holiday season. We generally do not experience pronounced seasonality in our revenue, although revenue can fluctuate significantly from quarter to quarter due to variations driven by the varying academic revenue, although revenue can fluctuate significantly from quarter to quarter due to variations driven by the varying academic schedules of our offerings and university clients. schedules of our offerings and university clients. Intellectual Property Intellectual Property We protect our intellectual property by relying on a combination of copyrights, trademarks, trade secrets and contractual We protect our intellectual property by relying on a combination of copyrights, trademarks, trade secrets and contractual agreements. For example, we rely on trademark protection in the United States and various foreign jurisdictions to protect our agreements. For example, we rely on trademark protection in the United States and various foreign jurisdictions to protect our rights to various marks, including 2U, NO BACK ROW, GETSMARTER, EDX and other distinctive logos associated with our rights to various marks, including 2U, NO BACK ROW, GETSMARTER, EDX and other distinctive logos associated with our brand. We continue to evaluate developing and expanding our intellectual property rights in patents, trademarks and copyrights, brand. We continue to evaluate developing and expanding our intellectual property rights in patents, trademarks and copyrights, as available through registration in the United States and internationally. as available through registration in the United States and internationally. We ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, We ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies, and any other third party that creates intellectual property for us that assign any intellectual property consultants, companies, and any other third party that creates intellectual property for us that assign any intellectual property rights to us. rights to us. policy guidance. policy guidance. We have also established business procedures designed to maintain the confidentiality of our proprietary information, We have also established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements with employees, independent contractors, consultants and companies with including the use of confidentiality agreements with employees, independent contractors, consultants and companies with which we conduct business. which we conduct business. We also purchase or license technology and other intellectual property that we incorporate into our technology or services. We also purchase or license technology and other intellectual property that we incorporate into our technology or services. While it may be necessary in the future to seek or renew licenses relating to various aspects of our technology and services, we While it may be necessary in the future to seek or renew licenses relating to various aspects of our technology and services, we believe, based upon past experience and industry practice, such licenses generally could be obtained on commercially believe, based upon past experience and industry practice, such licenses generally could be obtained on commercially reasonable terms. reasonable terms. For important additional information related to our intellectual property position, please review the information set forth in For important additional information related to our intellectual property position, please review the information set forth in “Risk Factors—Risks Related to Intellectual Property.” “Risk Factors—Risks Related to Intellectual Property.” Education Laws and Regulations Education Laws and Regulations The higher education industry is heavily regulated. Institutions of higher education that award degrees and certificates to The higher education industry is heavily regulated. Institutions of higher education that award degrees and certificates to signify the successful completion of an academic program are subject to regulation from three primary entities: the U.S. signify the successful completion of an academic program are subject to regulation from three primary entities: the U.S. Department of Education, or DOE, accrediting agencies and state licensing authorities. Each of these entities promulgates and Department of Education, or DOE, accrediting agencies and state licensing authorities. Each of these entities promulgates and enforces its own laws, regulations, guidance and standards, which we refer to collectively as education laws. enforces its own laws, regulations, guidance and standards, which we refer to collectively as education laws. We contract with postsecondary institutions that are subject to education laws. In addition, we ourselves are required to We contract with postsecondary institutions that are subject to education laws. In addition, we ourselves are required to comply with certain education laws as a result of our role as a service provider to institutions of higher education, either directly comply with certain education laws as a result of our role as a service provider to institutions of higher education, either directly or indirectly through our contractual arrangements with university clients. Our failure, or that of our university clients, to or indirectly through our contractual arrangements with university clients. Our failure, or that of our university clients, to comply with education laws could adversely impact our operations. As a result, we work closely with our university clients to comply with education laws could adversely impact our operations. As a result, we work closely with our university clients to maintain compliance with education laws. maintain compliance with education laws. Federal Laws and Regulations Federal Laws and Regulations Under the Higher Education Act of 1965, as amended, or the HEA, institutions offering postsecondary education must Under the Higher Education Act of 1965, as amended, or the HEA, institutions offering postsecondary education must comply with certain laws and related regulations promulgated by the DOE in order to participate in the Title IV federal student comply with certain laws and related regulations promulgated by the DOE in order to participate in the Title IV federal student financial assistance programs. Most of our university clients participate in the Title IV programs. financial assistance programs. Most of our university clients participate in the Title IV programs. The HEA and the regulations promulgated thereunder are frequently revised, repealed or expanded. Congress historically The HEA and the regulations promulgated thereunder are frequently revised, repealed or expanded. Congress historically has reauthorized and amended the HEA at regular intervals but has failed to do so in recent years. The reauthorization process has reauthorized and amended the HEA at regular intervals but has failed to do so in recent years. The reauthorization process and congressional oversight of the DOE is nonetheless ongoing, such as oversight and investigations of the education sector and and congressional oversight of the DOE is nonetheless ongoing, such as oversight and investigations of the education sector and DOE conducted on behalf of Congress by the Government Accountability Office, or GAO. DOE conducted on behalf of Congress by the Government Accountability Office, or GAO. The reauthorization of the HEA, or other legislation, could alter the regulatory landscape of the higher education industry, The reauthorization of the HEA, or other legislation, could alter the regulatory landscape of the higher education industry, and thereby impact the manner in which we conduct business and serve our university clients. In addition, the DOE frequently and thereby impact the manner in which we conduct business and serve our university clients. In addition, the DOE frequently conducts rulemakings that may impact our business and we expect each incoming administration to change the DOE rules in conducts rulemakings that may impact our business and we expect each incoming administration to change the DOE rules in accordance with its policy priorities regardless of whether the HEA is reauthorized by Congress. The DOE also issues formal accordance with its policy priorities regardless of whether the HEA is reauthorized by Congress. The DOE also issues formal and informal guidance instructing institutions of higher education and other covered entities how to comply with various federal and informal guidance instructing institutions of higher education and other covered entities how to comply with various federal laws and regulations. DOE guidance is subject to change and such changes may impact our business model. laws and regulations. DOE guidance is subject to change and such changes may impact our business model. Although we are not considered an institution of higher education and we do not directly participate in Title IV programs, Although we are not considered an institution of higher education and we do not directly participate in Title IV programs, we are required to comply with certain regulations and guidance promulgated by the DOE as a result of our role as a service we are required to comply with certain regulations and guidance promulgated by the DOE as a result of our role as a service provider to institutions that do participate in Title IV programs. These include, for example, regulations governing student provider to institutions that do participate in Title IV programs. These include, for example, regulations governing student privacy under Family Educational Rights and Privacy Act, or FERPA, and the DOE’s recent guidance regarding third-party privacy under Family Educational Rights and Privacy Act, or FERPA, and the DOE’s recent guidance regarding third-party servicers. While online executive education courses and boot camps are typically not eligible for Title IV aid, when offered by servicers. While online executive education courses and boot camps are typically not eligible for Title IV aid, when offered by or on behalf of Title IV eligible institutions, many education laws, such as FERPA, remain applicable to us or our university or on behalf of Title IV eligible institutions, many education laws, such as FERPA, remain applicable to us or our university clients even in the Alternative Credential Segment. clients even in the Alternative Credential Segment. Current DOE rules material to our business include the incentive compensation rule, the misrepresentation rule, the Current DOE rules material to our business include the incentive compensation rule, the misrepresentation rule, the “written arrangements” rules and state authorization requirements, which are discussed in further detail below. “written arrangements” rules and state authorization requirements, which are discussed in further detail below. Incentive Compensation Rule Incentive Compensation Rule The HEA provides that any institution that participates in the Title IV federal student financial assistance programs must The HEA provides that any institution that participates in the Title IV federal student financial assistance programs must agree with the DOE that the institution will not provide any commission, bonus or other incentive payment to any person or agree with the DOE that the institution will not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities as those terms and activities are defined in DOE regulations and entity engaged in any student recruiting or admission activities as those terms and activities are defined in DOE regulations and Under DOE’s incentive compensation regulations, each higher education institution agrees that it will not “provide any Under DOE’s incentive compensation regulations, each higher education institution agrees that it will not “provide any commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of Title IV, HEA program funds.” Pursuant to this rule, we are prohibited from offering our decisions regarding the award of Title IV, HEA program funds.” Pursuant to this rule, we are prohibited from offering our covered employees, who are those involved with or responsible for recruiting or admissions activities, any bonus or incentive- covered employees, who are those involved with or responsible for recruiting or admissions activities, any bonus or incentive- based compensation based on the successful recruitment, admission or enrollment of students into a postsecondary institution. based compensation based on the successful recruitment, admission or enrollment of students into a postsecondary institution. At the time the incentive compensation rule was last revised, in July 2011, the revised rule initially raised a question as to At the time the incentive compensation rule was last revised, in July 2011, the revised rule initially raised a question as to whether entities could be prohibited from entering into tuition revenue-sharing arrangements with university clients. On whether entities could be prohibited from entering into tuition revenue-sharing arrangements with university clients. On March 17, 2011, the DOE issued official agency guidance, known as a “Dear Colleague Letter,” or the DCL, providing March 17, 2011, the DOE issued official agency guidance, known as a “Dear Colleague Letter,” or the DCL, providing guidance on this point. The DCL states that “[t]he Department generally views payment based on the amount of tuition guidance on this point. The DCL states that “[t]he Department generally views payment based on the amount of tuition generated as an indirect payment of incentive compensation based on success in recruitment and therefore a prohibited basis generated as an indirect payment of incentive compensation based on success in recruitment and therefore a prohibited basis upon which to measure the value of the services provided” and that “[t]his is true regardless of the manner in which the entity upon which to measure the value of the services provided” and that “[t]his is true regardless of the manner in which the entity compensates its employees.” But the DCL also provides an important exception to the ban on tuition revenue-sharing compensates its employees.” But the DCL also provides an important exception to the ban on tuition revenue-sharing arrangements between institutions and third parties. According to the DCL, the DOE does not consider payment based on the arrangements between institutions and third parties. According to the DCL, the DOE does not consider payment based on the amount of tuition generated by an institution to violate the incentive compensation ban if the payment compensates an amount of tuition generated by an institution to violate the incentive compensation ban if the payment compensates an “unaffiliated third party” that provides a set of “bundled services” that includes recruitment services, such as those we provide. “unaffiliated third party” that provides a set of “bundled services” that includes recruitment services, such as those we provide. Example 2-B in the DCL is described as a “possible business model” developed “with the statutory mandate in mind.” Example Example 2-B in the DCL is described as a “possible business model” developed “with the statutory mandate in mind.” Example 2-B describes the following as a possible business model: 2-B describes the following as a possible business model: “A third party that is not affiliated with the institution it serves and is not affiliated with any other institution that provides “A third party that is not affiliated with the institution it serves and is not affiliated with any other institution that provides educational services, provides bundled services to the institution including marketing, enrollment application assistance, educational services, provides bundled services to the institution including marketing, enrollment application assistance, recruitment services, course support for online delivery of courses, the provision of technology, placement services for recruitment services, course support for online delivery of courses, the provision of technology, placement services for internships, and student career counseling. The institution may pay the entity an amount based on tuition generated for the internships, and student career counseling. The institution may pay the entity an amount based on tuition generated for the institution by the entity’s activities for all the bundled services that are offered and provided collectively, as long as the entity institution by the entity’s activities for all the bundled services that are offered and provided collectively, as long as the entity does not make prohibited compensation payments to its employees, and the institution does not pay the entity separately for does not make prohibited compensation payments to its employees, and the institution does not pay the entity separately for student recruitment services provided by the entity.” student recruitment services provided by the entity.” The DCL guidance indicates that an arrangement that complies with Example 2-B will be deemed to be in compliance with The DCL guidance indicates that an arrangement that complies with Example 2-B will be deemed to be in compliance with the incentive compensation provisions of the HEA and the DOE’s regulations. Our business model and contractual the incentive compensation provisions of the HEA and the DOE’s regulations. Our business model and contractual arrangements with our university clients closely follow Example 2-B in the DCL. In addition, we assure that none of our arrangements with our university clients closely follow Example 2-B in the DCL. In addition, we assure that none of our “covered employees” are paid any bonus or other incentive compensation in violation of the rule. “covered employees” are paid any bonus or other incentive compensation in violation of the rule. Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a DCL and is not codified by statute or regulation, the rule could technically be altered or removed without customary DCL and is not codified by statute or regulation, the rule could technically be altered or removed without customary administrative procedural requirements, such as adequate prior notice, that accompany formal agency rulemaking. Similarly, a administrative procedural requirements, such as adequate prior notice, that accompany formal agency rulemaking. Similarly, a court could invalidate the rule in an action involving our company or our university clients, or in an action that does not involve court could invalidate the rule in an action involving our company or our university clients, or in an action that does not involve us at all. Finally, while most states defer to DOE regulations, different versions of the federal incentive compensation rule exist us at all. Finally, while most states defer to DOE regulations, different versions of the federal incentive compensation rule exist under state law, and such statutes or rules, or their interpretation, may change at any time. The revision, removal or invalidation under state law, and such statutes or rules, or their interpretation, may change at any time. The revision, removal or invalidation of the bundled services rule by Congress, the DOE or a court could require us to change our business model, and separate of the bundled services rule by Congress, the DOE or a court could require us to change our business model, and separate revisions at the state level could require us to amend certain of our contracts. revisions at the state level could require us to amend certain of our contracts. 8 8 9 9 Seasonality Seasonality We experience seasonality in our marketing and sales expense in both our Degree Program Segment and our Alternative We experience seasonality in our marketing and sales expense in both our Degree Program Segment and our Alternative Credential Segment. We typically reduce our paid search and other marketing and sales efforts during late November and Credential Segment. We typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season. We generally do not experience pronounced seasonality in our December because of less demand during the holiday season. We generally do not experience pronounced seasonality in our revenue, although revenue can fluctuate significantly from quarter to quarter due to variations driven by the varying academic revenue, although revenue can fluctuate significantly from quarter to quarter due to variations driven by the varying academic schedules of our offerings and university clients. schedules of our offerings and university clients. Intellectual Property Intellectual Property We protect our intellectual property by relying on a combination of copyrights, trademarks, trade secrets and contractual We protect our intellectual property by relying on a combination of copyrights, trademarks, trade secrets and contractual agreements. For example, we rely on trademark protection in the United States and various foreign jurisdictions to protect our agreements. For example, we rely on trademark protection in the United States and various foreign jurisdictions to protect our rights to various marks, including 2U, NO BACK ROW, GETSMARTER, EDX and other distinctive logos associated with our rights to various marks, including 2U, NO BACK ROW, GETSMARTER, EDX and other distinctive logos associated with our as available through registration in the United States and internationally. as available through registration in the United States and internationally. We ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, We ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies, and any other third party that creates intellectual property for us that assign any intellectual property consultants, companies, and any other third party that creates intellectual property for us that assign any intellectual property rights to us. rights to us. which we conduct business. which we conduct business. We have also established business procedures designed to maintain the confidentiality of our proprietary information, We have also established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements with employees, independent contractors, consultants and companies with including the use of confidentiality agreements with employees, independent contractors, consultants and companies with We also purchase or license technology and other intellectual property that we incorporate into our technology or services. We also purchase or license technology and other intellectual property that we incorporate into our technology or services. While it may be necessary in the future to seek or renew licenses relating to various aspects of our technology and services, we While it may be necessary in the future to seek or renew licenses relating to various aspects of our technology and services, we believe, based upon past experience and industry practice, such licenses generally could be obtained on commercially believe, based upon past experience and industry practice, such licenses generally could be obtained on commercially reasonable terms. reasonable terms. For important additional information related to our intellectual property position, please review the information set forth in For important additional information related to our intellectual property position, please review the information set forth in “Risk Factors—Risks Related to Intellectual Property.” “Risk Factors—Risks Related to Intellectual Property.” Education Laws and Regulations Education Laws and Regulations The higher education industry is heavily regulated. Institutions of higher education that award degrees and certificates to The higher education industry is heavily regulated. Institutions of higher education that award degrees and certificates to signify the successful completion of an academic program are subject to regulation from three primary entities: the U.S. signify the successful completion of an academic program are subject to regulation from three primary entities: the U.S. Department of Education, or DOE, accrediting agencies and state licensing authorities. Each of these entities promulgates and Department of Education, or DOE, accrediting agencies and state licensing authorities. Each of these entities promulgates and enforces its own laws, regulations, guidance and standards, which we refer to collectively as education laws. enforces its own laws, regulations, guidance and standards, which we refer to collectively as education laws. We contract with postsecondary institutions that are subject to education laws. In addition, we ourselves are required to We contract with postsecondary institutions that are subject to education laws. In addition, we ourselves are required to comply with certain education laws as a result of our role as a service provider to institutions of higher education, either directly comply with certain education laws as a result of our role as a service provider to institutions of higher education, either directly or indirectly through our contractual arrangements with university clients. Our failure, or that of our university clients, to or indirectly through our contractual arrangements with university clients. Our failure, or that of our university clients, to comply with education laws could adversely impact our operations. As a result, we work closely with our university clients to comply with education laws could adversely impact our operations. As a result, we work closely with our university clients to maintain compliance with education laws. maintain compliance with education laws. Federal Laws and Regulations Federal Laws and Regulations Under the Higher Education Act of 1965, as amended, or the HEA, institutions offering postsecondary education must Under the Higher Education Act of 1965, as amended, or the HEA, institutions offering postsecondary education must comply with certain laws and related regulations promulgated by the DOE in order to participate in the Title IV federal student comply with certain laws and related regulations promulgated by the DOE in order to participate in the Title IV federal student financial assistance programs. Most of our university clients participate in the Title IV programs. financial assistance programs. Most of our university clients participate in the Title IV programs. The HEA and the regulations promulgated thereunder are frequently revised, repealed or expanded. Congress historically The HEA and the regulations promulgated thereunder are frequently revised, repealed or expanded. Congress historically has reauthorized and amended the HEA at regular intervals but has failed to do so in recent years. The reauthorization process has reauthorized and amended the HEA at regular intervals but has failed to do so in recent years. The reauthorization process and congressional oversight of the DOE is nonetheless ongoing, such as oversight and investigations of the education sector and and congressional oversight of the DOE is nonetheless ongoing, such as oversight and investigations of the education sector and DOE conducted on behalf of Congress by the Government Accountability Office, or GAO. DOE conducted on behalf of Congress by the Government Accountability Office, or GAO. The reauthorization of the HEA, or other legislation, could alter the regulatory landscape of the higher education industry, The reauthorization of the HEA, or other legislation, could alter the regulatory landscape of the higher education industry, and thereby impact the manner in which we conduct business and serve our university clients. In addition, the DOE frequently and thereby impact the manner in which we conduct business and serve our university clients. In addition, the DOE frequently conducts rulemakings that may impact our business and we expect each incoming administration to change the DOE rules in conducts rulemakings that may impact our business and we expect each incoming administration to change the DOE rules in accordance with its policy priorities regardless of whether the HEA is reauthorized by Congress. The DOE also issues formal accordance with its policy priorities regardless of whether the HEA is reauthorized by Congress. The DOE also issues formal and informal guidance instructing institutions of higher education and other covered entities how to comply with various federal and informal guidance instructing institutions of higher education and other covered entities how to comply with various federal laws and regulations. DOE guidance is subject to change and such changes may impact our business model. laws and regulations. DOE guidance is subject to change and such changes may impact our business model. brand. We continue to evaluate developing and expanding our intellectual property rights in patents, trademarks and copyrights, brand. We continue to evaluate developing and expanding our intellectual property rights in patents, trademarks and copyrights, The HEA provides that any institution that participates in the Title IV federal student financial assistance programs must The HEA provides that any institution that participates in the Title IV federal student financial assistance programs must Although we are not considered an institution of higher education and we do not directly participate in Title IV programs, Although we are not considered an institution of higher education and we do not directly participate in Title IV programs, we are required to comply with certain regulations and guidance promulgated by the DOE as a result of our role as a service we are required to comply with certain regulations and guidance promulgated by the DOE as a result of our role as a service provider to institutions that do participate in Title IV programs. These include, for example, regulations governing student provider to institutions that do participate in Title IV programs. These include, for example, regulations governing student privacy under Family Educational Rights and Privacy Act, or FERPA, and the DOE’s recent guidance regarding third-party privacy under Family Educational Rights and Privacy Act, or FERPA, and the DOE’s recent guidance regarding third-party servicers. While online executive education courses and boot camps are typically not eligible for Title IV aid, when offered by servicers. While online executive education courses and boot camps are typically not eligible for Title IV aid, when offered by or on behalf of Title IV eligible institutions, many education laws, such as FERPA, remain applicable to us or our university or on behalf of Title IV eligible institutions, many education laws, such as FERPA, remain applicable to us or our university clients even in the Alternative Credential Segment. clients even in the Alternative Credential Segment. Current DOE rules material to our business include the incentive compensation rule, the misrepresentation rule, the Current DOE rules material to our business include the incentive compensation rule, the misrepresentation rule, the “written arrangements” rules and state authorization requirements, which are discussed in further detail below. “written arrangements” rules and state authorization requirements, which are discussed in further detail below. Incentive Compensation Rule Incentive Compensation Rule agree with the DOE that the institution will not provide any commission, bonus or other incentive payment to any person or agree with the DOE that the institution will not provide any commission, bonus or other incentive payment to any person or entity engaged in any student recruiting or admission activities as those terms and activities are defined in DOE regulations and entity engaged in any student recruiting or admission activities as those terms and activities are defined in DOE regulations and policy guidance. policy guidance. Under DOE’s incentive compensation regulations, each higher education institution agrees that it will not “provide any Under DOE’s incentive compensation regulations, each higher education institution agrees that it will not “provide any commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of Title IV, HEA program funds.” Pursuant to this rule, we are prohibited from offering our decisions regarding the award of Title IV, HEA program funds.” Pursuant to this rule, we are prohibited from offering our covered employees, who are those involved with or responsible for recruiting or admissions activities, any bonus or incentive- covered employees, who are those involved with or responsible for recruiting or admissions activities, any bonus or incentive- based compensation based on the successful recruitment, admission or enrollment of students into a postsecondary institution. based compensation based on the successful recruitment, admission or enrollment of students into a postsecondary institution. At the time the incentive compensation rule was last revised, in July 2011, the revised rule initially raised a question as to At the time the incentive compensation rule was last revised, in July 2011, the revised rule initially raised a question as to whether entities could be prohibited from entering into tuition revenue-sharing arrangements with university clients. On whether entities could be prohibited from entering into tuition revenue-sharing arrangements with university clients. On March 17, 2011, the DOE issued official agency guidance, known as a “Dear Colleague Letter,” or the DCL, providing March 17, 2011, the DOE issued official agency guidance, known as a “Dear Colleague Letter,” or the DCL, providing guidance on this point. The DCL states that “[t]he Department generally views payment based on the amount of tuition guidance on this point. The DCL states that “[t]he Department generally views payment based on the amount of tuition generated as an indirect payment of incentive compensation based on success in recruitment and therefore a prohibited basis generated as an indirect payment of incentive compensation based on success in recruitment and therefore a prohibited basis upon which to measure the value of the services provided” and that “[t]his is true regardless of the manner in which the entity upon which to measure the value of the services provided” and that “[t]his is true regardless of the manner in which the entity compensates its employees.” But the DCL also provides an important exception to the ban on tuition revenue-sharing compensates its employees.” But the DCL also provides an important exception to the ban on tuition revenue-sharing arrangements between institutions and third parties. According to the DCL, the DOE does not consider payment based on the arrangements between institutions and third parties. According to the DCL, the DOE does not consider payment based on the amount of tuition generated by an institution to violate the incentive compensation ban if the payment compensates an amount of tuition generated by an institution to violate the incentive compensation ban if the payment compensates an “unaffiliated third party” that provides a set of “bundled services” that includes recruitment services, such as those we provide. “unaffiliated third party” that provides a set of “bundled services” that includes recruitment services, such as those we provide. Example 2-B in the DCL is described as a “possible business model” developed “with the statutory mandate in mind.” Example Example 2-B in the DCL is described as a “possible business model” developed “with the statutory mandate in mind.” Example 2-B describes the following as a possible business model: 2-B describes the following as a possible business model: “A third party that is not affiliated with the institution it serves and is not affiliated with any other institution that provides “A third party that is not affiliated with the institution it serves and is not affiliated with any other institution that provides educational services, provides bundled services to the institution including marketing, enrollment application assistance, educational services, provides bundled services to the institution including marketing, enrollment application assistance, recruitment services, course support for online delivery of courses, the provision of technology, placement services for recruitment services, course support for online delivery of courses, the provision of technology, placement services for internships, and student career counseling. The institution may pay the entity an amount based on tuition generated for the internships, and student career counseling. The institution may pay the entity an amount based on tuition generated for the institution by the entity’s activities for all the bundled services that are offered and provided collectively, as long as the entity institution by the entity’s activities for all the bundled services that are offered and provided collectively, as long as the entity does not make prohibited compensation payments to its employees, and the institution does not pay the entity separately for does not make prohibited compensation payments to its employees, and the institution does not pay the entity separately for student recruitment services provided by the entity.” student recruitment services provided by the entity.” The DCL guidance indicates that an arrangement that complies with Example 2-B will be deemed to be in compliance with The DCL guidance indicates that an arrangement that complies with Example 2-B will be deemed to be in compliance with the incentive compensation provisions of the HEA and the DOE’s regulations. Our business model and contractual the incentive compensation provisions of the HEA and the DOE’s regulations. Our business model and contractual arrangements with our university clients closely follow Example 2-B in the DCL. In addition, we assure that none of our arrangements with our university clients closely follow Example 2-B in the DCL. In addition, we assure that none of our “covered employees” are paid any bonus or other incentive compensation in violation of the rule. “covered employees” are paid any bonus or other incentive compensation in violation of the rule. Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a DCL and is not codified by statute or regulation, the rule could technically be altered or removed without customary DCL and is not codified by statute or regulation, the rule could technically be altered or removed without customary administrative procedural requirements, such as adequate prior notice, that accompany formal agency rulemaking. Similarly, a administrative procedural requirements, such as adequate prior notice, that accompany formal agency rulemaking. Similarly, a court could invalidate the rule in an action involving our company or our university clients, or in an action that does not involve court could invalidate the rule in an action involving our company or our university clients, or in an action that does not involve us at all. Finally, while most states defer to DOE regulations, different versions of the federal incentive compensation rule exist us at all. Finally, while most states defer to DOE regulations, different versions of the federal incentive compensation rule exist under state law, and such statutes or rules, or their interpretation, may change at any time. The revision, removal or invalidation under state law, and such statutes or rules, or their interpretation, may change at any time. The revision, removal or invalidation of the bundled services rule by Congress, the DOE or a court could require us to change our business model, and separate of the bundled services rule by Congress, the DOE or a court could require us to change our business model, and separate revisions at the state level could require us to amend certain of our contracts. revisions at the state level could require us to amend certain of our contracts. 8 8 9 9 Misrepresentation Rule Misrepresentation Rule State Laws and Regulations State Laws and Regulations The HEA prohibits an institution that participates in the Title IV programs from engaging in any “substantial The HEA prohibits an institution that participates in the Title IV programs from engaging in any “substantial misrepresentation” regarding three broad subject areas: (i) the nature of the school’s education programs, (ii) the school’s misrepresentation” regarding three broad subject areas: (i) the nature of the school’s education programs, (ii) the school’s financial charges and (iii) the employability of the school’s graduates. financial charges and (iii) the employability of the school’s graduates. Under the DOE rule, “misrepresentation” is defined broadly as any false, erroneous or misleading statement, written, visual Under the DOE rule, “misrepresentation” is defined broadly as any false, erroneous or misleading statement, written, visual or oral. This may include even statements that “have the likelihood or tendency to deceive.” Therefore, a statement need not be or oral. This may include even statements that “have the likelihood or tendency to deceive.” Therefore, a statement need not be intentionally deceitful to qualify as a misrepresentation. “Substantial misrepresentation” is defined loosely as a intentionally deceitful to qualify as a misrepresentation. “Substantial misrepresentation” is defined loosely as a misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. that person’s detriment. The regulation also covers statements made by any representative of an institution, including agents, employees and The regulation also covers statements made by any representative of an institution, including agents, employees and subcontractors, and statements made directly or indirectly to any third party, including state agencies, government officials or subcontractors, and statements made directly or indirectly to any third party, including state agencies, government officials or the public, and not just statements made to students or prospective students. the public, and not just statements made to students or prospective students. Violations of the misrepresentation rule are subject to various sanctions by the DOE and violations may be used as a basis Violations of the misrepresentation rule are subject to various sanctions by the DOE and violations may be used as a basis for legal action by third parties or as a defense to the obligation to repay student loans. In 2022, DOE completed changes to for legal action by third parties or as a defense to the obligation to repay student loans. In 2022, DOE completed changes to related “borrower defense to repayment” regulations including new definitions of “aggressive recruitment” and related “borrower defense to repayment” regulations including new definitions of “aggressive recruitment” and misrepresentation (including omission of fact). The new rules could make it significantly easier for students to obtain student misrepresentation (including omission of fact). The new rules could make it significantly easier for students to obtain student loan discharges, in some cases at the institution’s expense, and may trigger further scrutiny of marketing or recruiting practices. loan discharges, in some cases at the institution’s expense, and may trigger further scrutiny of marketing or recruiting practices. In addition, the DOE has designated an investigations unit to enforce rules related to deceptive student marketing, which is In addition, the DOE has designated an investigations unit to enforce rules related to deceptive student marketing, which is expected to work with other federal agencies. expected to work with other federal agencies. Similar rules apply under state laws or are incorporated in institutional accreditation standards, and the Federal Trade Similar rules apply under state laws or are incorporated in institutional accreditation standards, and the Federal Trade Commission, or FTC, applies similar rules that prohibit any unfair or deceptive marketing practices by vendors in the education Commission, or FTC, applies similar rules that prohibit any unfair or deceptive marketing practices by vendors in the education sector. As a result, we and our employees and subcontractors, as agents of our university clients, must use a high degree of care sector. As a result, we and our employees and subcontractors, as agents of our university clients, must use a high degree of care to comply with such rules and are prohibited by contract from making any false, erroneous or misleading statements about our to comply with such rules and are prohibited by contract from making any false, erroneous or misleading statements about our university clients. To avoid an issue under the misrepresentation rule and similar state and federal rules, we assure that all university clients. To avoid an issue under the misrepresentation rule and similar state and federal rules, we assure that all marketing materials are approved in advance by our university clients before they are used by our employees. marketing materials are approved in advance by our university clients before they are used by our employees. Accreditation Rules and Standards Accreditation Rules and Standards Accrediting agencies primarily examine the academic quality of the instructional programs of an educational institution, Accrediting agencies primarily examine the academic quality of the instructional programs of an educational institution, and a grant of accreditation is typically viewed as confirmation that an institution or an institution’s programs meet generally and a grant of accreditation is typically viewed as confirmation that an institution or an institution’s programs meet generally accepted academic standards. Accrediting agencies also review the administrative and financial operations of the institutions accepted academic standards. Accrediting agencies also review the administrative and financial operations of the institutions they accredit to ensure that each institution has the resources to perform its educational mission. The DOE also relies on they accredit to ensure that each institution has the resources to perform its educational mission. The DOE also relies on accrediting agencies to determine whether institutions qualify to participate in Title IV programs. accrediting agencies to determine whether institutions qualify to participate in Title IV programs. In addition to institutional accreditation, colleges and universities may require specialized programmatic accreditation for In addition to institutional accreditation, colleges and universities may require specialized programmatic accreditation for particular educational programs. Many states and professional associations require professional programs to be accredited, and particular educational programs. Many states and professional associations require professional programs to be accredited, and require individuals to have graduated from accredited programs in order to sit for professional license exams. Programmatic require individuals to have graduated from accredited programs in order to sit for professional license exams. Programmatic accreditation, while not a sufficient basis for institutional Title IV Program certification by the DOE, assists graduates to accreditation, while not a sufficient basis for institutional Title IV Program certification by the DOE, assists graduates to practice or otherwise secure appropriate employment in their chosen field. Common fields of study subject to programmatic practice or otherwise secure appropriate employment in their chosen field. Common fields of study subject to programmatic accreditation include teaching and nursing. accreditation include teaching and nursing. Although we are not an accredited institution and are not required to maintain accreditation, accrediting agencies are Although we are not an accredited institution and are not required to maintain accreditation, accrediting agencies are responsible for reviewing an accredited institution’s third-party contracts with service providers like us and may require an responsible for reviewing an accredited institution’s third-party contracts with service providers like us and may require an institution to obtain approval from or to notify the accreditor in connection with such arrangements. One purpose of the institution to obtain approval from or to notify the accreditor in connection with such arrangements. One purpose of the notification and approval requirements is to verify that the accredited institution remains responsible for providing academic notification and approval requirements is to verify that the accredited institution remains responsible for providing academic instruction leading to a credential and provides oversight of other activities undertaken by third parties like us that are within instruction leading to a credential and provides oversight of other activities undertaken by third parties like us that are within the scope of its accreditation. We work closely with our university clients to assure that the standards of their respective the scope of its accreditation. We work closely with our university clients to assure that the standards of their respective accreditors are met and are not adversely impacted by us. accreditors are met and are not adversely impacted by us. Accrediting agencies are also responsible for assuring that any “written arrangements” to outsource academic instruction Accrediting agencies are also responsible for assuring that any “written arrangements” to outsource academic instruction meet accreditation standards and related regulations of the DOE. Our operations are generally not subject to such “written meet accreditation standards and related regulations of the DOE. Our operations are generally not subject to such “written arrangements” rules because academic instruction is provided by our university client institutions and not by us; however, the arrangements” rules because academic instruction is provided by our university client institutions and not by us; however, the “written arrangements” rules may apply to online programs in the Alternative Credential Segment to the extent such courses are “written arrangements” rules may apply to online programs in the Alternative Credential Segment to the extent such courses are outsourced by university clients. outsourced by university clients. Each state has at least one licensing agency responsible for the oversight of educational institutions operating within its Each state has at least one licensing agency responsible for the oversight of educational institutions operating within its jurisdiction. Continued approval by such agencies is necessary for an institution to operate and grant degrees, diplomas or jurisdiction. Continued approval by such agencies is necessary for an institution to operate and grant degrees, diplomas or certificates in those states. Moreover, under the HEA, approval by such agencies is necessary to maintain eligibility to certificates in those states. Moreover, under the HEA, approval by such agencies is necessary to maintain eligibility to participate in Title IV programs. State attorneys general are also active in enforcing education laws, and the level of regulatory participate in Title IV programs. State attorneys general are also active in enforcing education laws, and the level of regulatory oversight varies substantially from state to state. oversight varies substantially from state to state. We and our university clients may be subject to regulation in each state in which we or they own facilities, provide distance We and our university clients may be subject to regulation in each state in which we or they own facilities, provide distance education or recruit students. State laws establish standards for, among other things, student instruction, qualifications of education or recruit students. State laws establish standards for, among other things, student instruction, qualifications of faculty, location and nature of facilities, recruiting practices and financial policies. The need to comply with applicable state faculty, location and nature of facilities, recruiting practices and financial policies. The need to comply with applicable state laws and regulations may limit or delay our ability to market or expand our offerings. In addition, the interpretation of state laws and regulations may limit or delay our ability to market or expand our offerings. In addition, the interpretation of state authorization regulations is subject to substantial discretion by the state agency responsible for enforcing the regulations. authorization regulations is subject to substantial discretion by the state agency responsible for enforcing the regulations. DOE requires, among other things, that an institution offering distance learning or online programs secure the approval of DOE requires, among other things, that an institution offering distance learning or online programs secure the approval of those states which require such approval and provide evidence of such approval to the DOE upon request. This regulation those states which require such approval and provide evidence of such approval to the DOE upon request. This regulation increases the importance of state authorization because failure to obtain the necessary state authorization for online programs increases the importance of state authorization because failure to obtain the necessary state authorization for online programs (which may also be obtained through participation in a state authorization reciprocity agreement) could result in an obligation to (which may also be obtained through participation in a state authorization reciprocity agreement) could result in an obligation to return federal funds received by an institution. The federal state authorization rules were updated in July 2020 to, among other return federal funds received by an institution. The federal state authorization rules were updated in July 2020 to, among other things, require more detailed disclosure requirements about whether particular states have authorized programs that may lead to things, require more detailed disclosure requirements about whether particular states have authorized programs that may lead to professional licensure, which created an additional compliance burden for many of our partner institutions. The DOE is professional licensure, which created an additional compliance burden for many of our partner institutions. The DOE is currently considering further changes to its state authorization requirements. currently considering further changes to its state authorization requirements. All states except California now participate in the State Authorization Reciprocity Agreement, or SARA, governing the All states except California now participate in the State Authorization Reciprocity Agreement, or SARA, governing the licensing of online offerings. All SARA-member institutions may provide online offerings in SARA states without obtaining licensing of online offerings. All SARA-member institutions may provide online offerings in SARA states without obtaining separate state authorization (this includes externships, recruiting, local advertising, and faculty presence). SARA-member separate state authorization (this includes externships, recruiting, local advertising, and faculty presence). SARA-member institutions must still obtain a separate authorization in order to open a physical location in another state and are also required to institutions must still obtain a separate authorization in order to open a physical location in another state and are also required to obtain any additional approvals that may be required for offerings leading to professional licensure in a state (e.g., nursing, obtain any additional approvals that may be required for offerings leading to professional licensure in a state (e.g., nursing, teaching, or counseling). Most of our university clients are SARA members and the DOE accepts participation in a reciprocity teaching, or counseling). Most of our university clients are SARA members and the DOE accepts participation in a reciprocity agreement as evidence of state approval. SARA policies and procedures change frequently and must reflect changes in policy agreement as evidence of state approval. SARA policies and procedures change frequently and must reflect changes in policy instituted by accreditation agencies and the DOE. instituted by accreditation agencies and the DOE. Finally, many programs leading to professional licensure, such as graduate degree programs in nursing or teaching, also Finally, many programs leading to professional licensure, such as graduate degree programs in nursing or teaching, also require approval from, and are subject to ongoing oversight by separate state agencies such as state nursing boards. Membership require approval from, and are subject to ongoing oversight by separate state agencies such as state nursing boards. Membership in SARA does not encompass approvals by professional licensing boards, which must be obtained separately. in SARA does not encompass approvals by professional licensing boards, which must be obtained separately. We monitor state law developments closely and work closely with our university clients to assist them with obtaining any We monitor state law developments closely and work closely with our university clients to assist them with obtaining any required approvals. required approvals. Other Laws Other Laws Our activities or those of our university clients are also subject to other federal and state laws. These regulations include, Our activities or those of our university clients are also subject to other federal and state laws. These regulations include, but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and enforced by the FTC, state and federal consumer lending laws, including those enforced by the federal Consumer Financial enforced by the FTC, state and federal consumer lending laws, including those enforced by the federal Consumer Financial Protection Bureau or state agencies, student accessibility requirements, federal and state data protection and privacy Protection Bureau or state agencies, student accessibility requirements, federal and state data protection and privacy requirements and foreign and U.S. anti-corruption regulations. requirements and foreign and U.S. anti-corruption regulations. Human Capital Resources Human Capital Resources General Information About Our Human Capital Resources General Information About Our Human Capital Resources As of December 31, 2022, we had approximately 3,445 full-time employees and 3,699 part-time employees worldwide. As of December 31, 2022, we had approximately 3,445 full-time employees and 3,699 part-time employees worldwide. Approximately 6,077 of our employees are located in the U.S., approximately 702 of our employees are located in Cape Town, Approximately 6,077 of our employees are located in the U.S., approximately 702 of our employees are located in Cape Town, South Africa, and approximately 365 employees are located in other jurisdictions. None of our employees are represented by a South Africa, and approximately 365 employees are located in other jurisdictions. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be good. labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be good. 10 10 11 11 Misrepresentation Rule Misrepresentation Rule State Laws and Regulations State Laws and Regulations The HEA prohibits an institution that participates in the Title IV programs from engaging in any “substantial The HEA prohibits an institution that participates in the Title IV programs from engaging in any “substantial misrepresentation” regarding three broad subject areas: (i) the nature of the school’s education programs, (ii) the school’s misrepresentation” regarding three broad subject areas: (i) the nature of the school’s education programs, (ii) the school’s financial charges and (iii) the employability of the school’s graduates. financial charges and (iii) the employability of the school’s graduates. Under the DOE rule, “misrepresentation” is defined broadly as any false, erroneous or misleading statement, written, visual Under the DOE rule, “misrepresentation” is defined broadly as any false, erroneous or misleading statement, written, visual or oral. This may include even statements that “have the likelihood or tendency to deceive.” Therefore, a statement need not be or oral. This may include even statements that “have the likelihood or tendency to deceive.” Therefore, a statement need not be intentionally deceitful to qualify as a misrepresentation. “Substantial misrepresentation” is defined loosely as a intentionally deceitful to qualify as a misrepresentation. “Substantial misrepresentation” is defined loosely as a misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to misrepresentation on which the person to whom it was made could reasonably be expected to rely, or has reasonably relied, to that person’s detriment. that person’s detriment. The regulation also covers statements made by any representative of an institution, including agents, employees and The regulation also covers statements made by any representative of an institution, including agents, employees and subcontractors, and statements made directly or indirectly to any third party, including state agencies, government officials or subcontractors, and statements made directly or indirectly to any third party, including state agencies, government officials or the public, and not just statements made to students or prospective students. the public, and not just statements made to students or prospective students. Violations of the misrepresentation rule are subject to various sanctions by the DOE and violations may be used as a basis Violations of the misrepresentation rule are subject to various sanctions by the DOE and violations may be used as a basis for legal action by third parties or as a defense to the obligation to repay student loans. In 2022, DOE completed changes to for legal action by third parties or as a defense to the obligation to repay student loans. In 2022, DOE completed changes to related “borrower defense to repayment” regulations including new definitions of “aggressive recruitment” and related “borrower defense to repayment” regulations including new definitions of “aggressive recruitment” and misrepresentation (including omission of fact). The new rules could make it significantly easier for students to obtain student misrepresentation (including omission of fact). The new rules could make it significantly easier for students to obtain student loan discharges, in some cases at the institution’s expense, and may trigger further scrutiny of marketing or recruiting practices. loan discharges, in some cases at the institution’s expense, and may trigger further scrutiny of marketing or recruiting practices. In addition, the DOE has designated an investigations unit to enforce rules related to deceptive student marketing, which is In addition, the DOE has designated an investigations unit to enforce rules related to deceptive student marketing, which is expected to work with other federal agencies. expected to work with other federal agencies. Similar rules apply under state laws or are incorporated in institutional accreditation standards, and the Federal Trade Similar rules apply under state laws or are incorporated in institutional accreditation standards, and the Federal Trade Commission, or FTC, applies similar rules that prohibit any unfair or deceptive marketing practices by vendors in the education Commission, or FTC, applies similar rules that prohibit any unfair or deceptive marketing practices by vendors in the education sector. As a result, we and our employees and subcontractors, as agents of our university clients, must use a high degree of care sector. As a result, we and our employees and subcontractors, as agents of our university clients, must use a high degree of care to comply with such rules and are prohibited by contract from making any false, erroneous or misleading statements about our to comply with such rules and are prohibited by contract from making any false, erroneous or misleading statements about our university clients. To avoid an issue under the misrepresentation rule and similar state and federal rules, we assure that all university clients. To avoid an issue under the misrepresentation rule and similar state and federal rules, we assure that all marketing materials are approved in advance by our university clients before they are used by our employees. marketing materials are approved in advance by our university clients before they are used by our employees. Accreditation Rules and Standards Accreditation Rules and Standards Accrediting agencies primarily examine the academic quality of the instructional programs of an educational institution, Accrediting agencies primarily examine the academic quality of the instructional programs of an educational institution, and a grant of accreditation is typically viewed as confirmation that an institution or an institution’s programs meet generally and a grant of accreditation is typically viewed as confirmation that an institution or an institution’s programs meet generally accepted academic standards. Accrediting agencies also review the administrative and financial operations of the institutions accepted academic standards. Accrediting agencies also review the administrative and financial operations of the institutions they accredit to ensure that each institution has the resources to perform its educational mission. The DOE also relies on they accredit to ensure that each institution has the resources to perform its educational mission. The DOE also relies on accrediting agencies to determine whether institutions qualify to participate in Title IV programs. accrediting agencies to determine whether institutions qualify to participate in Title IV programs. In addition to institutional accreditation, colleges and universities may require specialized programmatic accreditation for In addition to institutional accreditation, colleges and universities may require specialized programmatic accreditation for particular educational programs. Many states and professional associations require professional programs to be accredited, and particular educational programs. Many states and professional associations require professional programs to be accredited, and require individuals to have graduated from accredited programs in order to sit for professional license exams. Programmatic require individuals to have graduated from accredited programs in order to sit for professional license exams. Programmatic accreditation, while not a sufficient basis for institutional Title IV Program certification by the DOE, assists graduates to accreditation, while not a sufficient basis for institutional Title IV Program certification by the DOE, assists graduates to practice or otherwise secure appropriate employment in their chosen field. Common fields of study subject to programmatic practice or otherwise secure appropriate employment in their chosen field. Common fields of study subject to programmatic accreditation include teaching and nursing. accreditation include teaching and nursing. Although we are not an accredited institution and are not required to maintain accreditation, accrediting agencies are Although we are not an accredited institution and are not required to maintain accreditation, accrediting agencies are institution to obtain approval from or to notify the accreditor in connection with such arrangements. One purpose of the institution to obtain approval from or to notify the accreditor in connection with such arrangements. One purpose of the notification and approval requirements is to verify that the accredited institution remains responsible for providing academic notification and approval requirements is to verify that the accredited institution remains responsible for providing academic instruction leading to a credential and provides oversight of other activities undertaken by third parties like us that are within instruction leading to a credential and provides oversight of other activities undertaken by third parties like us that are within the scope of its accreditation. We work closely with our university clients to assure that the standards of their respective the scope of its accreditation. We work closely with our university clients to assure that the standards of their respective accreditors are met and are not adversely impacted by us. accreditors are met and are not adversely impacted by us. Accrediting agencies are also responsible for assuring that any “written arrangements” to outsource academic instruction Accrediting agencies are also responsible for assuring that any “written arrangements” to outsource academic instruction meet accreditation standards and related regulations of the DOE. Our operations are generally not subject to such “written meet accreditation standards and related regulations of the DOE. Our operations are generally not subject to such “written arrangements” rules because academic instruction is provided by our university client institutions and not by us; however, the arrangements” rules because academic instruction is provided by our university client institutions and not by us; however, the “written arrangements” rules may apply to online programs in the Alternative Credential Segment to the extent such courses are “written arrangements” rules may apply to online programs in the Alternative Credential Segment to the extent such courses are outsourced by university clients. outsourced by university clients. Each state has at least one licensing agency responsible for the oversight of educational institutions operating within its Each state has at least one licensing agency responsible for the oversight of educational institutions operating within its jurisdiction. Continued approval by such agencies is necessary for an institution to operate and grant degrees, diplomas or jurisdiction. Continued approval by such agencies is necessary for an institution to operate and grant degrees, diplomas or certificates in those states. Moreover, under the HEA, approval by such agencies is necessary to maintain eligibility to certificates in those states. Moreover, under the HEA, approval by such agencies is necessary to maintain eligibility to participate in Title IV programs. State attorneys general are also active in enforcing education laws, and the level of regulatory participate in Title IV programs. State attorneys general are also active in enforcing education laws, and the level of regulatory oversight varies substantially from state to state. oversight varies substantially from state to state. We and our university clients may be subject to regulation in each state in which we or they own facilities, provide distance We and our university clients may be subject to regulation in each state in which we or they own facilities, provide distance education or recruit students. State laws establish standards for, among other things, student instruction, qualifications of education or recruit students. State laws establish standards for, among other things, student instruction, qualifications of faculty, location and nature of facilities, recruiting practices and financial policies. The need to comply with applicable state faculty, location and nature of facilities, recruiting practices and financial policies. The need to comply with applicable state laws and regulations may limit or delay our ability to market or expand our offerings. In addition, the interpretation of state laws and regulations may limit or delay our ability to market or expand our offerings. In addition, the interpretation of state authorization regulations is subject to substantial discretion by the state agency responsible for enforcing the regulations. authorization regulations is subject to substantial discretion by the state agency responsible for enforcing the regulations. DOE requires, among other things, that an institution offering distance learning or online programs secure the approval of DOE requires, among other things, that an institution offering distance learning or online programs secure the approval of those states which require such approval and provide evidence of such approval to the DOE upon request. This regulation those states which require such approval and provide evidence of such approval to the DOE upon request. This regulation increases the importance of state authorization because failure to obtain the necessary state authorization for online programs increases the importance of state authorization because failure to obtain the necessary state authorization for online programs (which may also be obtained through participation in a state authorization reciprocity agreement) could result in an obligation to (which may also be obtained through participation in a state authorization reciprocity agreement) could result in an obligation to return federal funds received by an institution. The federal state authorization rules were updated in July 2020 to, among other return federal funds received by an institution. The federal state authorization rules were updated in July 2020 to, among other things, require more detailed disclosure requirements about whether particular states have authorized programs that may lead to things, require more detailed disclosure requirements about whether particular states have authorized programs that may lead to professional licensure, which created an additional compliance burden for many of our partner institutions. The DOE is professional licensure, which created an additional compliance burden for many of our partner institutions. The DOE is currently considering further changes to its state authorization requirements. currently considering further changes to its state authorization requirements. All states except California now participate in the State Authorization Reciprocity Agreement, or SARA, governing the All states except California now participate in the State Authorization Reciprocity Agreement, or SARA, governing the licensing of online offerings. All SARA-member institutions may provide online offerings in SARA states without obtaining licensing of online offerings. All SARA-member institutions may provide online offerings in SARA states without obtaining separate state authorization (this includes externships, recruiting, local advertising, and faculty presence). SARA-member separate state authorization (this includes externships, recruiting, local advertising, and faculty presence). SARA-member institutions must still obtain a separate authorization in order to open a physical location in another state and are also required to institutions must still obtain a separate authorization in order to open a physical location in another state and are also required to obtain any additional approvals that may be required for offerings leading to professional licensure in a state (e.g., nursing, obtain any additional approvals that may be required for offerings leading to professional licensure in a state (e.g., nursing, teaching, or counseling). Most of our university clients are SARA members and the DOE accepts participation in a reciprocity teaching, or counseling). Most of our university clients are SARA members and the DOE accepts participation in a reciprocity agreement as evidence of state approval. SARA policies and procedures change frequently and must reflect changes in policy agreement as evidence of state approval. SARA policies and procedures change frequently and must reflect changes in policy instituted by accreditation agencies and the DOE. instituted by accreditation agencies and the DOE. Finally, many programs leading to professional licensure, such as graduate degree programs in nursing or teaching, also Finally, many programs leading to professional licensure, such as graduate degree programs in nursing or teaching, also require approval from, and are subject to ongoing oversight by separate state agencies such as state nursing boards. Membership require approval from, and are subject to ongoing oversight by separate state agencies such as state nursing boards. Membership in SARA does not encompass approvals by professional licensing boards, which must be obtained separately. in SARA does not encompass approvals by professional licensing boards, which must be obtained separately. We monitor state law developments closely and work closely with our university clients to assist them with obtaining any We monitor state law developments closely and work closely with our university clients to assist them with obtaining any required approvals. required approvals. Other Laws Other Laws Our activities or those of our university clients are also subject to other federal and state laws. These regulations include, Our activities or those of our university clients are also subject to other federal and state laws. These regulations include, but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and enforced by the FTC, state and federal consumer lending laws, including those enforced by the federal Consumer Financial enforced by the FTC, state and federal consumer lending laws, including those enforced by the federal Consumer Financial Protection Bureau or state agencies, student accessibility requirements, federal and state data protection and privacy Protection Bureau or state agencies, student accessibility requirements, federal and state data protection and privacy requirements and foreign and U.S. anti-corruption regulations. requirements and foreign and U.S. anti-corruption regulations. responsible for reviewing an accredited institution’s third-party contracts with service providers like us and may require an responsible for reviewing an accredited institution’s third-party contracts with service providers like us and may require an Human Capital Resources Human Capital Resources General Information About Our Human Capital Resources General Information About Our Human Capital Resources As of December 31, 2022, we had approximately 3,445 full-time employees and 3,699 part-time employees worldwide. As of December 31, 2022, we had approximately 3,445 full-time employees and 3,699 part-time employees worldwide. Approximately 6,077 of our employees are located in the U.S., approximately 702 of our employees are located in Cape Town, Approximately 6,077 of our employees are located in the U.S., approximately 702 of our employees are located in Cape Town, South Africa, and approximately 365 employees are located in other jurisdictions. None of our employees are represented by a South Africa, and approximately 365 employees are located in other jurisdictions. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be good. labor union or covered by a collective bargaining agreement. We consider our relations with our employees to be good. 10 10 11 11 • • Community Involvement. We are committed to making an impact in our local communities through volunteering, Community Involvement. We are committed to making an impact in our local communities through volunteering, financial donations, scholarships and other forms of engagement. Our corporate social responsibility program, “2U financial donations, scholarships and other forms of engagement. Our corporate social responsibility program, “2U Engage”, supports local non-profit organizations in each location where we have an office with a focus on Engage”, supports local non-profit organizations in each location where we have an office with a focus on organizations that are aligned with our mission to provide access to quality education. Employees are encouraged to organizations that are aligned with our mission to provide access to quality education. Employees are encouraged to volunteer for these organizations throughout the year and we provide employees with 24 hours of “Volunteer Time volunteer for these organizations throughout the year and we provide employees with 24 hours of “Volunteer Time Off” annually to support nonprofit organizations of their choice. We also organize company sponsored community Off” annually to support nonprofit organizations of their choice. We also organize company sponsored community service events for volunteerism and fundraising. We also endeavor to support the local community through scholarship service events for volunteerism and fundraising. We also endeavor to support the local community through scholarship initiatives, which focus on reaching the Black, Latinx and indigenous communities, as well as women and individuals initiatives, which focus on reaching the Black, Latinx and indigenous communities, as well as women and individuals from low income households. As part of our global community involvement, we partnered with the International from low income households. As part of our global community involvement, we partnered with the International Rescue Committee to support a 2U-sponsored scholarship program for its employees. Rescue Committee to support a 2U-sponsored scholarship program for its employees. • • Employee Engagement and Wellness. We strive to create employee programs that promote our guiding principles, Employee Engagement and Wellness. We strive to create employee programs that promote our guiding principles, support employee wellness and enable employees to work productively. These efforts include providing access to free support employee wellness and enable employees to work productively. These efforts include providing access to free wellness resources such as meditation and mental health support, a family support benefit to cover fertility treatments, wellness resources such as meditation and mental health support, a family support benefit to cover fertility treatments, adoptions, surrogacy and a travel benefit for eligible reproductive care services. We regularly survey our employees to adoptions, surrogacy and a travel benefit for eligible reproductive care services. We regularly survey our employees to assess wellness and additional support needs. A large portion of our full-time workforce is remote or has a hybrid assess wellness and additional support needs. A large portion of our full-time workforce is remote or has a hybrid working arrangement, and we are committed to supporting our employees in doing their best work no matter where working arrangement, and we are committed to supporting our employees in doing their best work no matter where they are located. they are located. Other Information Other Information (301) 892-4350. (301) 892-4350. We were incorporated as a Delaware corporation in April 2008 and completed our initial public offering in April 2014. We were incorporated as a Delaware corporation in April 2008 and completed our initial public offering in April 2014. Our principal executive offices are located at 7900 Harkins Road, Lanham, MD 20706, and our telephone number is Our principal executive offices are located at 7900 Harkins Road, Lanham, MD 20706, and our telephone number is You can obtain copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- You can obtain copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K, and other filings with the U.S. Securities and Exchange Commission, or the SEC, and all amendments to these filings, free K, and other filings with the U.S. Securities and Exchange Commission, or the SEC, and all amendments to these filings, free of charge from our website at investor.2u.com or on the SEC’s website at www.sec.gov as soon as reasonably practicable of charge from our website at investor.2u.com or on the SEC’s website at www.sec.gov as soon as reasonably practicable following our filing of any of these reports with the SEC. The contents of these websites are not incorporated into this filing. following our filing of any of these reports with the SEC. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. Further, our references to the URLs for these websites are intended to be inactive textual references only. Our Culture Our Culture 2U was founded on a set of “guiding principles” that are core to our culture and guide big and small decisions every day. 2U was founded on a set of “guiding principles” that are core to our culture and guide big and small decisions every day. New employees are introduced to the guiding principles in orientation and are expected to bring these guiding principles to life New employees are introduced to the guiding principles in orientation and are expected to bring these guiding principles to life as they work with their teams, interact with our university clients and students or otherwise represent 2U in the community. as they work with their teams, interact with our university clients and students or otherwise represent 2U in the community. • • • • • • • • • • • • Cherish each opportunity. Life is short, so treasure every moment. Cherish each opportunity. Life is short, so treasure every moment. Give a damn. Care about what you do each day. Give a damn. Care about what you do each day. Strive for excellence. Don’t settle for second best. Strive for excellence. Don’t settle for second best. Be bold and fearless. Question the status quo and embrace change. Be bold and fearless. Question the status quo and embrace change. Be candid, honest and open. Listen to others and offer respectful feedback. Be candid, honest and open. Listen to others and offer respectful feedback. Have fun. Fun is important. Fun is simply better. Have fun. Fun is important. Fun is simply better. • Make service your mission. Give the highest level of support to our partners and to one another. • Make service your mission. Give the highest level of support to our partners and to one another. • • • • Don’t let the skeptic win. “No” is easy. “Yes” is hard. Fight for “yes.” Don’t let the skeptic win. “No” is easy. “Yes” is hard. Fight for “yes.” Relationships matter. Invest the time, build trust, and value differences. Relationships matter. Invest the time, build trust, and value differences. Human Capital Measures and Objectives Human Capital Measures and Objectives 2U is dedicated to eliminating the back row in higher education and our employees are critical to achieving this mission. 2U is dedicated to eliminating the back row in higher education and our employees are critical to achieving this mission. We believe that when our employees feel appreciated and included they can be more creative, innovative, and better serve our We believe that when our employees feel appreciated and included they can be more creative, innovative, and better serve our university clients and students. Human capital measures and objectives that we focus on in managing our business include university clients and students. Human capital measures and objectives that we focus on in managing our business include talent acquisition and retention, diversity and inclusion, employee development and training, community involvement and talent acquisition and retention, diversity and inclusion, employee development and training, community involvement and employee engagement and wellness. employee engagement and wellness. • • • • • • Talent Acquisition and Retention. We seek to recruit, retain and incentivize highly talented employees and our Talent Acquisition and Retention. We seek to recruit, retain and incentivize highly talented employees and our compensation and benefits programs are aligned with these goals. We are committed to providing total rewards compensation and benefits programs are aligned with these goals. We are committed to providing total rewards programs for our employees that are market-competitive and based on each employee’s contribution and performance. programs for our employees that are market-competitive and based on each employee’s contribution and performance. To foster a stronger sense of ownership and align the interests of employees with stockholders, we provide equity To foster a stronger sense of ownership and align the interests of employees with stockholders, we provide equity compensation in the form of performance and service-based restricted stock units to eligible employees. We also offer compensation in the form of performance and service-based restricted stock units to eligible employees. We also offer eligible employees the ability to participate in our Employee Stock Purchase Plan, which enables them to purchase eligible employees the ability to participate in our Employee Stock Purchase Plan, which enables them to purchase shares of our stock at a discount. We also provide comprehensive benefits for employees and their families, which are shares of our stock at a discount. We also provide comprehensive benefits for employees and their families, which are tailored to the various geographies in which we operate. Depending on the jurisdiction, our benefits may include health tailored to the various geographies in which we operate. Depending on the jurisdiction, our benefits may include health insurance coverage, 401(k) matching, paid parental leave, and unlimited paid time off. insurance coverage, 401(k) matching, paid parental leave, and unlimited paid time off. Diversity and Inclusion. We believe an equitable and inclusive environment with diverse teams produces more creative Diversity and Inclusion. We believe an equitable and inclusive environment with diverse teams produces more creative solutions and results in better outcomes for our university clients and students. We strive to attract, retain and promote solutions and results in better outcomes for our university clients and students. We strive to attract, retain and promote diverse talent at all levels of the organization. Our Board is 27% women and 27% people of color and our executive diverse talent at all levels of the organization. Our Board is 27% women and 27% people of color and our executive team is comprised of 19% women and 25% people of color. We have established a diversity and inclusion committee, team is comprised of 19% women and 25% people of color. We have established a diversity and inclusion committee, known as “Mosaic” that serves as a liaison with management on diversity and inclusion issues and we maintain known as “Mosaic” that serves as a liaison with management on diversity and inclusion issues and we maintain executive-sponsored business resource networks (“BRNs”) that offer a forum for employees to network and engage in executive-sponsored business resource networks (“BRNs”) that offer a forum for employees to network and engage in professional development activities. As of December 31, 2022 we had 7 BRNs focused on the following groups: professional development activities. As of December 31, 2022 we had 7 BRNs focused on the following groups: Black/African American, Women, LGBTQ+, Asian Pacific Islander, Latinx, People Who Are Differently Abled and Black/African American, Women, LGBTQ+, Asian Pacific Islander, Latinx, People Who Are Differently Abled and Parents and Caregivers. To further support our diversity and inclusion goals, starting in 2020 the Company bonus plan Parents and Caregivers. To further support our diversity and inclusion goals, starting in 2020 the Company bonus plan included a diversity and inclusion component for our employees at and above the vice president level. included a diversity and inclusion component for our employees at and above the vice president level. Employee Development and Training. We provide a range of mandatory and optional employee development programs Employee Development and Training. We provide a range of mandatory and optional employee development programs and opportunities for employees to develop the skills they need to be successful. Our learning and development teams and opportunities for employees to develop the skills they need to be successful. Our learning and development teams create and teach a variety of live courses and our employees also have free access to a library of learning resources via create and teach a variety of live courses and our employees also have free access to a library of learning resources via LinkedIn Learning. Our diversity and inclusion principles are also reflected in our employee training programs. We LinkedIn Learning. Our diversity and inclusion principles are also reflected in our employee training programs. We require all managers to complete trainings on allyship, unconscious bias, cultural communication and thriving across require all managers to complete trainings on allyship, unconscious bias, cultural communication and thriving across differences and we offer additional training on emotional intelligence and leading with empathy. In addition, we offer differences and we offer additional training on emotional intelligence and leading with empathy. In addition, we offer a subscription to edX for employees, which allows eligible employees and a family member to access certain of our a subscription to edX for employees, which allows eligible employees and a family member to access certain of our offerings. offerings. 12 12 13 13 • • • • Community Involvement. We are committed to making an impact in our local communities through volunteering, Community Involvement. We are committed to making an impact in our local communities through volunteering, financial donations, scholarships and other forms of engagement. Our corporate social responsibility program, “2U financial donations, scholarships and other forms of engagement. Our corporate social responsibility program, “2U Engage”, supports local non-profit organizations in each location where we have an office with a focus on Engage”, supports local non-profit organizations in each location where we have an office with a focus on organizations that are aligned with our mission to provide access to quality education. Employees are encouraged to organizations that are aligned with our mission to provide access to quality education. Employees are encouraged to volunteer for these organizations throughout the year and we provide employees with 24 hours of “Volunteer Time volunteer for these organizations throughout the year and we provide employees with 24 hours of “Volunteer Time Off” annually to support nonprofit organizations of their choice. We also organize company sponsored community Off” annually to support nonprofit organizations of their choice. We also organize company sponsored community service events for volunteerism and fundraising. We also endeavor to support the local community through scholarship service events for volunteerism and fundraising. We also endeavor to support the local community through scholarship initiatives, which focus on reaching the Black, Latinx and indigenous communities, as well as women and individuals initiatives, which focus on reaching the Black, Latinx and indigenous communities, as well as women and individuals from low income households. As part of our global community involvement, we partnered with the International from low income households. As part of our global community involvement, we partnered with the International Rescue Committee to support a 2U-sponsored scholarship program for its employees. Rescue Committee to support a 2U-sponsored scholarship program for its employees. Employee Engagement and Wellness. We strive to create employee programs that promote our guiding principles, Employee Engagement and Wellness. We strive to create employee programs that promote our guiding principles, support employee wellness and enable employees to work productively. These efforts include providing access to free support employee wellness and enable employees to work productively. These efforts include providing access to free wellness resources such as meditation and mental health support, a family support benefit to cover fertility treatments, wellness resources such as meditation and mental health support, a family support benefit to cover fertility treatments, adoptions, surrogacy and a travel benefit for eligible reproductive care services. We regularly survey our employees to adoptions, surrogacy and a travel benefit for eligible reproductive care services. We regularly survey our employees to assess wellness and additional support needs. A large portion of our full-time workforce is remote or has a hybrid assess wellness and additional support needs. A large portion of our full-time workforce is remote or has a hybrid working arrangement, and we are committed to supporting our employees in doing their best work no matter where working arrangement, and we are committed to supporting our employees in doing their best work no matter where they are located. they are located. Other Information Other Information We were incorporated as a Delaware corporation in April 2008 and completed our initial public offering in April 2014. We were incorporated as a Delaware corporation in April 2008 and completed our initial public offering in April 2014. Our principal executive offices are located at 7900 Harkins Road, Lanham, MD 20706, and our telephone number is Our principal executive offices are located at 7900 Harkins Road, Lanham, MD 20706, and our telephone number is (301) 892-4350. (301) 892-4350. You can obtain copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- You can obtain copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K, and other filings with the U.S. Securities and Exchange Commission, or the SEC, and all amendments to these filings, free K, and other filings with the U.S. Securities and Exchange Commission, or the SEC, and all amendments to these filings, free of charge from our website at investor.2u.com or on the SEC’s website at www.sec.gov as soon as reasonably practicable of charge from our website at investor.2u.com or on the SEC’s website at www.sec.gov as soon as reasonably practicable following our filing of any of these reports with the SEC. The contents of these websites are not incorporated into this filing. following our filing of any of these reports with the SEC. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only. Further, our references to the URLs for these websites are intended to be inactive textual references only. • • • • • • • • • • • • • • • • • • Our Culture Our Culture 2U was founded on a set of “guiding principles” that are core to our culture and guide big and small decisions every day. 2U was founded on a set of “guiding principles” that are core to our culture and guide big and small decisions every day. New employees are introduced to the guiding principles in orientation and are expected to bring these guiding principles to life New employees are introduced to the guiding principles in orientation and are expected to bring these guiding principles to life as they work with their teams, interact with our university clients and students or otherwise represent 2U in the community. as they work with their teams, interact with our university clients and students or otherwise represent 2U in the community. Cherish each opportunity. Life is short, so treasure every moment. Cherish each opportunity. Life is short, so treasure every moment. Give a damn. Care about what you do each day. Give a damn. Care about what you do each day. Strive for excellence. Don’t settle for second best. Strive for excellence. Don’t settle for second best. Be bold and fearless. Question the status quo and embrace change. Be bold and fearless. Question the status quo and embrace change. Be candid, honest and open. Listen to others and offer respectful feedback. Be candid, honest and open. Listen to others and offer respectful feedback. Have fun. Fun is important. Fun is simply better. Have fun. Fun is important. Fun is simply better. • Make service your mission. Give the highest level of support to our partners and to one another. • Make service your mission. Give the highest level of support to our partners and to one another. Don’t let the skeptic win. “No” is easy. “Yes” is hard. Fight for “yes.” Don’t let the skeptic win. “No” is easy. “Yes” is hard. Fight for “yes.” Relationships matter. Invest the time, build trust, and value differences. Relationships matter. Invest the time, build trust, and value differences. Human Capital Measures and Objectives Human Capital Measures and Objectives 2U is dedicated to eliminating the back row in higher education and our employees are critical to achieving this mission. 2U is dedicated to eliminating the back row in higher education and our employees are critical to achieving this mission. We believe that when our employees feel appreciated and included they can be more creative, innovative, and better serve our We believe that when our employees feel appreciated and included they can be more creative, innovative, and better serve our university clients and students. Human capital measures and objectives that we focus on in managing our business include university clients and students. Human capital measures and objectives that we focus on in managing our business include talent acquisition and retention, diversity and inclusion, employee development and training, community involvement and talent acquisition and retention, diversity and inclusion, employee development and training, community involvement and employee engagement and wellness. employee engagement and wellness. Talent Acquisition and Retention. We seek to recruit, retain and incentivize highly talented employees and our Talent Acquisition and Retention. We seek to recruit, retain and incentivize highly talented employees and our compensation and benefits programs are aligned with these goals. We are committed to providing total rewards compensation and benefits programs are aligned with these goals. We are committed to providing total rewards programs for our employees that are market-competitive and based on each employee’s contribution and performance. programs for our employees that are market-competitive and based on each employee’s contribution and performance. To foster a stronger sense of ownership and align the interests of employees with stockholders, we provide equity To foster a stronger sense of ownership and align the interests of employees with stockholders, we provide equity compensation in the form of performance and service-based restricted stock units to eligible employees. We also offer compensation in the form of performance and service-based restricted stock units to eligible employees. We also offer eligible employees the ability to participate in our Employee Stock Purchase Plan, which enables them to purchase eligible employees the ability to participate in our Employee Stock Purchase Plan, which enables them to purchase shares of our stock at a discount. We also provide comprehensive benefits for employees and their families, which are shares of our stock at a discount. We also provide comprehensive benefits for employees and their families, which are tailored to the various geographies in which we operate. Depending on the jurisdiction, our benefits may include health tailored to the various geographies in which we operate. Depending on the jurisdiction, our benefits may include health insurance coverage, 401(k) matching, paid parental leave, and unlimited paid time off. insurance coverage, 401(k) matching, paid parental leave, and unlimited paid time off. • • Diversity and Inclusion. We believe an equitable and inclusive environment with diverse teams produces more creative Diversity and Inclusion. We believe an equitable and inclusive environment with diverse teams produces more creative solutions and results in better outcomes for our university clients and students. We strive to attract, retain and promote solutions and results in better outcomes for our university clients and students. We strive to attract, retain and promote diverse talent at all levels of the organization. Our Board is 27% women and 27% people of color and our executive diverse talent at all levels of the organization. Our Board is 27% women and 27% people of color and our executive team is comprised of 19% women and 25% people of color. We have established a diversity and inclusion committee, team is comprised of 19% women and 25% people of color. We have established a diversity and inclusion committee, known as “Mosaic” that serves as a liaison with management on diversity and inclusion issues and we maintain known as “Mosaic” that serves as a liaison with management on diversity and inclusion issues and we maintain executive-sponsored business resource networks (“BRNs”) that offer a forum for employees to network and engage in executive-sponsored business resource networks (“BRNs”) that offer a forum for employees to network and engage in professional development activities. As of December 31, 2022 we had 7 BRNs focused on the following groups: professional development activities. As of December 31, 2022 we had 7 BRNs focused on the following groups: Black/African American, Women, LGBTQ+, Asian Pacific Islander, Latinx, People Who Are Differently Abled and Black/African American, Women, LGBTQ+, Asian Pacific Islander, Latinx, People Who Are Differently Abled and Parents and Caregivers. To further support our diversity and inclusion goals, starting in 2020 the Company bonus plan Parents and Caregivers. To further support our diversity and inclusion goals, starting in 2020 the Company bonus plan included a diversity and inclusion component for our employees at and above the vice president level. included a diversity and inclusion component for our employees at and above the vice president level. • • Employee Development and Training. We provide a range of mandatory and optional employee development programs Employee Development and Training. We provide a range of mandatory and optional employee development programs and opportunities for employees to develop the skills they need to be successful. Our learning and development teams and opportunities for employees to develop the skills they need to be successful. Our learning and development teams create and teach a variety of live courses and our employees also have free access to a library of learning resources via create and teach a variety of live courses and our employees also have free access to a library of learning resources via LinkedIn Learning. Our diversity and inclusion principles are also reflected in our employee training programs. We LinkedIn Learning. Our diversity and inclusion principles are also reflected in our employee training programs. We require all managers to complete trainings on allyship, unconscious bias, cultural communication and thriving across require all managers to complete trainings on allyship, unconscious bias, cultural communication and thriving across differences and we offer additional training on emotional intelligence and leading with empathy. In addition, we offer differences and we offer additional training on emotional intelligence and leading with empathy. In addition, we offer a subscription to edX for employees, which allows eligible employees and a family member to access certain of our a subscription to edX for employees, which allows eligible employees and a family member to access certain of our offerings. offerings. 12 12 13 13 Item 1A. Risk Factors Item 1A. Risk Factors In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the factors In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. discussed in the “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. Risk Factors Summary Risk Factors Summary Our business is subject to numerous risks and uncertainties, including those highlighted in this section of our Annual Our business is subject to numerous risks and uncertainties, including those highlighted in this section of our Annual Report on Form 10-K and summarized below. This risk factor summary does not contain all of the information that may be Report on Form 10-K and summarized below. This risk factor summary does not contain all of the information that may be important to you, and you should read the risk factor summary together with the more detailed discussion of risks and important to you, and you should read the risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section as well as elsewhere in this Annual Report on Form 10-K. uncertainties set forth following this section as well as elsewhere in this Annual Report on Form 10-K. Risks Related to Our Business Model Risks Related to Our Business Model • We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. • We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. • • • • • • • • • • Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do so may be affected by circumstances beyond our control. to do so may be affected by circumstances beyond our control. Our business depends heavily on the adoption by colleges and universities of online delivery of their educational Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. offerings. Our business model, which depends in part on our ability to receive a share of tuition revenue as payment from our Our business model, which depends in part on our ability to receive a share of tuition revenue as payment from our university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or To launch a new degree program, we typically must incur significant expense in technology and content development, To launch a new degree program, we typically must incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs. before we generate revenue from a new program sufficient to recover our costs. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. Our financial performance depends heavily on student retention within our offerings, and factors influencing student Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control. retention may be out of our control. within certain states. within certain states. Risks Related to Our Operations and Our Growth Strategy Risks Related to Our Operations and Our Growth Strategy • • • • • • Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. If our security measures or those of our third-party service providers are breached or fail and result in unauthorized If our security measures or those of our third-party service providers are breached or fail and result in unauthorized disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. Disruption to or failures of our platform could reduce client and student satisfaction with our offerings and could harm Disruption to or failures of our platform could reduce client and student satisfaction with our offerings and could harm our reputation. our reputation. • We face competition from established and emerging companies, which could divert clients or students to our • We face competition from established and emerging companies, which could divert clients or students to our competitors, result in pricing pressure and significantly reduce our revenue. competitors, result in pricing pressure and significantly reduce our revenue. • • • • • • • • If we do not retain our senior management team and key employees, we may not be able to sustain our growth or If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives. achieve our business objectives. If we are unable to maintain and enhance our brand, our reputation and business may suffer. If we are unable to maintain and enhance our brand, our reputation and business may suffer. Implementation of our 2022 Strategic Realignment Plan (as defined below) may not be successful, which could affect Implementation of our 2022 Strategic Realignment Plan (as defined below) may not be successful, which could affect our ability to increase our profitability. our ability to increase our profitability. If students do not expand beyond the free offerings available on our platform, our ability to grow our business and If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve our results of operations may be adversely affected. improve our results of operations may be adversely affected. Risks Related to Our Indebtedness and Capital Structure Risks Related to Our Indebtedness and Capital Structure • • • • Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our indebtedness. meeting our obligations with respect to our indebtedness. Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could further exacerbate the risks associated with our substantial financial leverage. could further exacerbate the risks associated with our substantial financial leverage. 14 14 15 15 • • • • • • • • • • • • • • • • To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control. many factors beyond our control. • We may be unable to raise the funds necessary to repurchase the Convertible Notes (as defined below) for cash • We may be unable to raise the funds necessary to repurchase the Convertible Notes (as defined below) for cash following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Convertible Notes or pay cash upon their conversion. limit our ability to repurchase the Convertible Notes or pay cash upon their conversion. • • Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock. depress the price of our common stock. • We may need additional capital in the future to pursue our business objectives. Additional capital may not be available • We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business. on favorable terms, or at all, which could compromise our ability to grow our business. Risks Related to Regulation of Our Business and That of Our University Clients Risks Related to Regulation of Our Business and That of Our University Clients Our business model relies on university client institutions complying with federal and state laws and regulations. Our business model relies on university client institutions complying with federal and state laws and regulations. Our activities are subject to federal and state laws and regulations and other requirements. Our activities are subject to federal and state laws and regulations and other requirements. Activities of the U.S. Congress or DOE could result in adverse legislation or regulatory actions or investigations. Activities of the U.S. Congress or DOE could result in adverse legislation or regulatory actions or investigations. regulation and may be subject to change. regulation and may be subject to change. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities. clients for substantial fines, sanctions or other liabilities. Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs or expand their programs into or agencies to offer new programs, make substantive changes to existing programs or expand their programs into or Evolving regulations and legal obligations related to data privacy, data protection and information security and our Evolving regulations and legal obligations related to data privacy, data protection and information security and our actual or perceived failure to comply with such obligations, could have an adverse effect on our business. actual or perceived failure to comply with such obligations, could have an adverse effect on our business. Risk Factors Risk Factors Risks Related to Our Business Model Risks Related to Our Business Model The evolving scope of our offerings and changes to our operating model make it difficult to predict our future financial and The evolving scope of our offerings and changes to our operating model make it difficult to predict our future financial and operating results, and we may not achieve our expected financial and operating results in the future. operating results, and we may not achieve our expected financial and operating results in the future. From 2008 to 2017, our offerings generally only consisted of graduate degree programs. In July 2017, we expanded our From 2008 to 2017, our offerings generally only consisted of graduate degree programs. In July 2017, we expanded our offerings to include premium online executive education programs and in May 2019, we further expanded our offerings to offerings to include premium online executive education programs and in May 2019, we further expanded our offerings to include skills-based boot camps. In 2020 we launched our first undergraduate degree program and in November 2021 expanded include skills-based boot camps. In 2020 we launched our first undergraduate degree program and in November 2021 expanded our offerings to include open courses and micro-credentials and added a consumer facing marketplace. Given the significant our offerings to include open courses and micro-credentials and added a consumer facing marketplace. Given the significant evolution of our current scope of our offerings and changes to our operating model, our ability to forecast our future operating evolution of our current scope of our offerings and changes to our operating model, our ability to forecast our future operating results, including revenue, cash flows and profitability, is limited and subject to a number of risks and uncertainties. If our results, including revenue, cash flows and profitability, is limited and subject to a number of risks and uncertainties. If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not manage these risks successfully, our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business may suffer. operating and financial results may differ materially from our expectations and our business may suffer. We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. We incurred net losses of $322.2 million, $194.8 million and $216.5 million during the years ended December 31, 2022, We incurred net losses of $322.2 million, $194.8 million and $216.5 million during the years ended December 31, 2022, 2021 and 2020, respectively. We will need to generate and sustain increased revenue levels and/or reduce operating 2021 and 2020, respectively. We will need to generate and sustain increased revenue levels and/or reduce operating expenditures in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our expenditures in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our profitability. We have invested, and expect to continue to invest, substantial financial and other resources in developing our profitability. We have invested, and expect to continue to invest, substantial financial and other resources in developing our platform, including expanding our platform offerings, developing or acquiring new platform features and services, expanding platform, including expanding our platform offerings, developing or acquiring new platform features and services, expanding into new markets and geographies, developing new content, and on our sales and marketing efforts. Our efforts to grow our into new markets and geographies, developing new content, and on our sales and marketing efforts. Our efforts to grow our business may be more costly than we expect, and we may not be able to achieve or maintain profitability or to increase our business may be more costly than we expect, and we may not be able to achieve or maintain profitability or to increase our revenue enough to offset our operating expenses. We may incur significant losses in the future for a number of reasons, revenue enough to offset our operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays and other unknown events. As a result, we may be unable to including unforeseen expenses, difficulties, complications, delays and other unknown events. As a result, we may be unable to achieve and maintain profitability, and the value of our company and our common stock could decline significantly. achieve and maintain profitability, and the value of our company and our common stock could decline significantly. Item 1A. Risk Factors Item 1A. Risk Factors Risk Factors Summary Risk Factors Summary In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the factors In addition to the other information set forth in this Annual Report on Form 10-K, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. discussed in the “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. Our business is subject to numerous risks and uncertainties, including those highlighted in this section of our Annual Our business is subject to numerous risks and uncertainties, including those highlighted in this section of our Annual Report on Form 10-K and summarized below. This risk factor summary does not contain all of the information that may be Report on Form 10-K and summarized below. This risk factor summary does not contain all of the information that may be important to you, and you should read the risk factor summary together with the more detailed discussion of risks and important to you, and you should read the risk factor summary together with the more detailed discussion of risks and uncertainties set forth following this section as well as elsewhere in this Annual Report on Form 10-K. uncertainties set forth following this section as well as elsewhere in this Annual Report on Form 10-K. Risks Related to Our Business Model Risks Related to Our Business Model • We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. • We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do so may be affected by circumstances beyond our control. to do so may be affected by circumstances beyond our control. Our business depends heavily on the adoption by colleges and universities of online delivery of their educational Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. offerings. To launch a new degree program, we typically must incur significant expense in technology and content development, To launch a new degree program, we typically must incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs. before we generate revenue from a new program sufficient to recover our costs. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. Our financial performance depends heavily on student retention within our offerings, and factors influencing student Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control. retention may be out of our control. Risks Related to Our Operations and Our Growth Strategy Risks Related to Our Operations and Our Growth Strategy Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. If our security measures or those of our third-party service providers are breached or fail and result in unauthorized If our security measures or those of our third-party service providers are breached or fail and result in unauthorized disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. Disruption to or failures of our platform could reduce client and student satisfaction with our offerings and could harm Disruption to or failures of our platform could reduce client and student satisfaction with our offerings and could harm our reputation. our reputation. • We face competition from established and emerging companies, which could divert clients or students to our • We face competition from established and emerging companies, which could divert clients or students to our competitors, result in pricing pressure and significantly reduce our revenue. competitors, result in pricing pressure and significantly reduce our revenue. If we do not retain our senior management team and key employees, we may not be able to sustain our growth or If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives. achieve our business objectives. If we are unable to maintain and enhance our brand, our reputation and business may suffer. If we are unable to maintain and enhance our brand, our reputation and business may suffer. Implementation of our 2022 Strategic Realignment Plan (as defined below) may not be successful, which could affect Implementation of our 2022 Strategic Realignment Plan (as defined below) may not be successful, which could affect our ability to increase our profitability. our ability to increase our profitability. If students do not expand beyond the free offerings available on our platform, our ability to grow our business and If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve our results of operations may be adversely affected. improve our results of operations may be adversely affected. Risks Related to Our Indebtedness and Capital Structure Risks Related to Our Indebtedness and Capital Structure Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our indebtedness. meeting our obligations with respect to our indebtedness. Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could further exacerbate the risks associated with our substantial financial leverage. could further exacerbate the risks associated with our substantial financial leverage. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control. many factors beyond our control. • We may be unable to raise the funds necessary to repurchase the Convertible Notes (as defined below) for cash • We may be unable to raise the funds necessary to repurchase the Convertible Notes (as defined below) for cash following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Convertible Notes or pay cash upon their conversion. limit our ability to repurchase the Convertible Notes or pay cash upon their conversion. • • Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock. depress the price of our common stock. • We may need additional capital in the future to pursue our business objectives. Additional capital may not be available • We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business. on favorable terms, or at all, which could compromise our ability to grow our business. Risks Related to Regulation of Our Business and That of Our University Clients Risks Related to Regulation of Our Business and That of Our University Clients • • • • • • • • • • • • • • Our business model relies on university client institutions complying with federal and state laws and regulations. Our business model relies on university client institutions complying with federal and state laws and regulations. Our activities are subject to federal and state laws and regulations and other requirements. Our activities are subject to federal and state laws and regulations and other requirements. Activities of the U.S. Congress or DOE could result in adverse legislation or regulatory actions or investigations. Activities of the U.S. Congress or DOE could result in adverse legislation or regulatory actions or investigations. Our business model, which depends in part on our ability to receive a share of tuition revenue as payment from our Our business model, which depends in part on our ability to receive a share of tuition revenue as payment from our university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and may be subject to change. regulation and may be subject to change. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities. clients for substantial fines, sanctions or other liabilities. Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs or expand their programs into or agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within certain states. within certain states. Evolving regulations and legal obligations related to data privacy, data protection and information security and our Evolving regulations and legal obligations related to data privacy, data protection and information security and our actual or perceived failure to comply with such obligations, could have an adverse effect on our business. actual or perceived failure to comply with such obligations, could have an adverse effect on our business. Risk Factors Risk Factors Risks Related to Our Business Model Risks Related to Our Business Model The evolving scope of our offerings and changes to our operating model make it difficult to predict our future financial and The evolving scope of our offerings and changes to our operating model make it difficult to predict our future financial and operating results, and we may not achieve our expected financial and operating results in the future. operating results, and we may not achieve our expected financial and operating results in the future. From 2008 to 2017, our offerings generally only consisted of graduate degree programs. In July 2017, we expanded our From 2008 to 2017, our offerings generally only consisted of graduate degree programs. In July 2017, we expanded our offerings to include premium online executive education programs and in May 2019, we further expanded our offerings to offerings to include premium online executive education programs and in May 2019, we further expanded our offerings to include skills-based boot camps. In 2020 we launched our first undergraduate degree program and in November 2021 expanded include skills-based boot camps. In 2020 we launched our first undergraduate degree program and in November 2021 expanded our offerings to include open courses and micro-credentials and added a consumer facing marketplace. Given the significant our offerings to include open courses and micro-credentials and added a consumer facing marketplace. Given the significant evolution of our current scope of our offerings and changes to our operating model, our ability to forecast our future operating evolution of our current scope of our offerings and changes to our operating model, our ability to forecast our future operating results, including revenue, cash flows and profitability, is limited and subject to a number of risks and uncertainties. If our results, including revenue, cash flows and profitability, is limited and subject to a number of risks and uncertainties. If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not manage these risks successfully, our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business may suffer. operating and financial results may differ materially from our expectations and our business may suffer. We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. We have incurred significant net losses since inception and may not achieve or maintain profitability in the future. We incurred net losses of $322.2 million, $194.8 million and $216.5 million during the years ended December 31, 2022, We incurred net losses of $322.2 million, $194.8 million and $216.5 million during the years ended December 31, 2022, 2021 and 2020, respectively. We will need to generate and sustain increased revenue levels and/or reduce operating 2021 and 2020, respectively. We will need to generate and sustain increased revenue levels and/or reduce operating expenditures in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our expenditures in future periods to become profitable, and, even if we do, we may not be able to maintain or increase our profitability. We have invested, and expect to continue to invest, substantial financial and other resources in developing our profitability. We have invested, and expect to continue to invest, substantial financial and other resources in developing our platform, including expanding our platform offerings, developing or acquiring new platform features and services, expanding platform, including expanding our platform offerings, developing or acquiring new platform features and services, expanding into new markets and geographies, developing new content, and on our sales and marketing efforts. Our efforts to grow our into new markets and geographies, developing new content, and on our sales and marketing efforts. Our efforts to grow our business may be more costly than we expect, and we may not be able to achieve or maintain profitability or to increase our business may be more costly than we expect, and we may not be able to achieve or maintain profitability or to increase our revenue enough to offset our operating expenses. We may incur significant losses in the future for a number of reasons, revenue enough to offset our operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays and other unknown events. As a result, we may be unable to including unforeseen expenses, difficulties, complications, delays and other unknown events. As a result, we may be unable to achieve and maintain profitability, and the value of our company and our common stock could decline significantly. achieve and maintain profitability, and the value of our company and our common stock could decline significantly. 14 14 15 15 Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do so may be affected by circumstances beyond our control. so may be affected by circumstances beyond our control. be further negatively impacted. be further negatively impacted. audience, clients may be less willing to provide content to offer on our platform, and the experience of students could audience, clients may be less willing to provide content to offer on our platform, and the experience of students could Building awareness of our offerings is critical to our ability to recruit prospective students for our university clients’ Building awareness of our offerings is critical to our ability to recruit prospective students for our university clients’ offerings and generate revenue. A substantial portion of our expenses is attributable to marketing and sales efforts dedicated to offerings and generate revenue. A substantial portion of our expenses is attributable to marketing and sales efforts dedicated to attracting potential students to our offerings. Because we generate revenue based on a portion of the tuition and fees that attracting potential students to our offerings. Because we generate revenue based on a portion of the tuition and fees that students pay, it is critical to our success that we identify prospective students for our offerings in a cost-effective manner, and students pay, it is critical to our success that we identify prospective students for our offerings in a cost-effective manner, and that enrolled students remain active in our offerings until graduation or completion. that enrolled students remain active in our offerings until graduation or completion. We have experienced, and may in the future experience, fluctuations in our student enrollments based on a variety of We have experienced, and may in the future experience, fluctuations in our student enrollments based on a variety of factors. For example, student enrollments have declined, and may decline in the future, due to our university clients changing factors. For example, student enrollments have declined, and may decline in the future, due to our university clients changing their admissions standards and the COVID-19 pandemic led to significant fluctuations in student enrollment across our their admissions standards and the COVID-19 pandemic led to significant fluctuations in student enrollment across our offerings. offerings. The following factors, many of which are largely outside of our control, may prevent us from successfully driving and The following factors, many of which are largely outside of our control, may prevent us from successfully driving and maintaining student enrollment in our offerings in a cost-effective manner or at all, which would adversely affect our revenue maintaining student enrollment in our offerings in a cost-effective manner or at all, which would adversely affect our revenue and ability to achieve profitability: and ability to achieve profitability: • • • • • • • • • • • • • • Negative perceptions about online learning programs. Online offerings that we or our competitors provide may not be Negative perceptions about online learning programs. Online offerings that we or our competitors provide may not be successful or operate efficiently, and new entrants to the market also may not perform well. Such underperformance successful or operate efficiently, and new entrants to the market also may not perform well. Such underperformance could create the perception that online offerings in general are not an effective way to educate students, whether or not could create the perception that online offerings in general are not an effective way to educate students, whether or not our offerings achieve satisfactory performance. our offerings achieve satisfactory performance. Unsuccessful marketing efforts. We invest substantial resources in developing and implementing data-driven Unsuccessful marketing efforts. We invest substantial resources in developing and implementing data-driven marketing strategies that focus on identifying the right potential student at the right time. In connection with our marketing strategies that focus on identifying the right potential student at the right time. In connection with our platform-based and product-level marketing efforts, we make substantial use of search engine optimization, paid platform-based and product-level marketing efforts, we make substantial use of search engine optimization, paid search, social media and custom website development and deployment and we rely on a small number of internet search, social media and custom website development and deployment and we rely on a small number of internet search engines and marketing partners. The effectiveness and cost of our marketing efforts has varied over time and search engines and marketing partners. The effectiveness and cost of our marketing efforts has varied over time and from offering to offering based on economic conditions, competition, advertising prices, offerings type, university from offering to offering based on economic conditions, competition, advertising prices, offerings type, university client reputation and other factors, including the effectiveness of our marketing partners to identify students and client reputation and other factors, including the effectiveness of our marketing partners to identify students and learners. learners. Damage to university client reputation. Because we often use a university client’s brand in connection with our Damage to university client reputation. Because we often use a university client’s brand in connection with our marketing efforts for their offerings, our university clients’ reputations are critical to our ability to enroll students. marketing efforts for their offerings, our university clients’ reputations are critical to our ability to enroll students. Many factors affecting our university clients’ reputations are beyond our control, including ranking among nonprofit Many factors affecting our university clients’ reputations are beyond our control, including ranking among nonprofit educational institutions, internal university matters, changes in university leadership positions and other matters that educational institutions, internal university matters, changes in university leadership positions and other matters that impact the public perception of our university clients. impact the public perception of our university clients. Lack of interest in an offering. We may encounter difficulties attracting students for offerings that are not highly Lack of interest in an offering. We may encounter difficulties attracting students for offerings that are not highly desired or that are relatively new within their fields. Macroeconomic conditions beyond our control may diminish desired or that are relatively new within their fields. Macroeconomic conditions beyond our control may diminish interest in employment in a field, which could contribute to a lack of interest in offerings related to that field. interest in employment in a field, which could contribute to a lack of interest in offerings related to that field. Reduced support from our university clients. Our ability to grow our revenue from a particular offering depends on the Reduced support from our university clients. Our ability to grow our revenue from a particular offering depends on the growth of enrollment in that offering. Our university clients could limit enrollment in certain offerings, cease growth of enrollment in that offering. Our university clients could limit enrollment in certain offerings, cease providing the offerings altogether or significantly curtail or inhibit our ability to promote their offerings, any of which providing the offerings altogether or significantly curtail or inhibit our ability to promote their offerings, any of which would negatively impact our revenue. would negatively impact our revenue. Our lack of control over our university clients’ admissions standards and admissions decisions for degree programs. Our lack of control over our university clients’ admissions standards and admissions decisions for degree programs. Even if we identify prospective students for a degree program, there is no guarantee that our university clients will Even if we identify prospective students for a degree program, there is no guarantee that our university clients will admit these students to that program. Our university clients retain complete discretion over setting admissions admit these students to that program. Our university clients retain complete discretion over setting admissions standards and making admissions decisions, and university clients may change admissions standards or inconsistently standards and making admissions decisions, and university clients may change admissions standards or inconsistently apply admissions standards. apply admissions standards. Inability to maintain sufficient high-quality content from our clients. Our success depends on our ability to provide Inability to maintain sufficient high-quality content from our clients. Our success depends on our ability to provide students with high-quality learning experiences. For certain of our offerings, including our degree programs, while our students with high-quality learning experiences. For certain of our offerings, including our degree programs, while our clients are primarily responsible for curriculum development our learning design and development experts collaborate clients are primarily responsible for curriculum development our learning design and development experts collaborate with faculty to ensure the final course content is engaging and digestible in an online format. For other offerings, with faculty to ensure the final course content is engaging and digestible in an online format. For other offerings, including our open course and micro-credential offerings, our clients are solely responsible for curriculum including our open course and micro-credential offerings, our clients are solely responsible for curriculum development and we provide limited self-help resources. If the course content in our offerings is not high-quality and development and we provide limited self-help resources. If the course content in our offerings is not high-quality and students are dissatisfied with their experience in an offering on our platform or do not find the content of our offerings students are dissatisfied with their experience in an offering on our platform or do not find the content of our offerings appealing, they may stop accessing our content. In turn, if clients perceive that our platform lacks an adequate learner appealing, they may stop accessing our content. In turn, if clients perceive that our platform lacks an adequate learner • • Inability of students to secure funding. Like on-campus college and university students, many of the students in our Inability of students to secure funding. Like on-campus college and university students, many of the students in our university clients’ offerings, in particular degree programs and boot camps, rely on the availability of third-party university clients’ offerings, in particular degree programs and boot camps, rely on the availability of third-party financing to pay for tuition and other costs of their education. This may include federal or private student loans, financing to pay for tuition and other costs of their education. This may include federal or private student loans, scholarships and grants, or benefits or reimbursement provided by an employer. Any developments that reduce the scholarships and grants, or benefits or reimbursement provided by an employer. Any developments that reduce the availability or increase the cost of financial aid for higher education generally, or for our university clients’ offerings, availability or increase the cost of financial aid for higher education generally, or for our university clients’ offerings, could impair students’ abilities to meet their financial obligations and could negatively impact future enrollment in our could impair students’ abilities to meet their financial obligations and could negatively impact future enrollment in our offerings. offerings. • • General economic conditions. Student enrollment in our offerings may be affected by changes in global economic General economic conditions. Student enrollment in our offerings may be affected by changes in global economic conditions. An improvement in economic conditions and, in particular, an improvement in the economic conditions in conditions. An improvement in economic conditions and, in particular, an improvement in the economic conditions in the U.S. and the U.S. unemployment rate, may reduce demand among potential students for educational services, as the U.S. and the U.S. unemployment rate, may reduce demand among potential students for educational services, as they may find adequate employment without additional education. Conversely, a worsening of economic and they may find adequate employment without additional education. Conversely, a worsening of economic and employment conditions may reduce the willingness of employers to sponsor educational opportunities for their employment conditions may reduce the willingness of employers to sponsor educational opportunities for their employees or discourage existing or potential students from pursuing additional education due to a perception that employees or discourage existing or potential students from pursuing additional education due to a perception that there are insufficient job opportunities, increased economic uncertainty or other factors. there are insufficient job opportunities, increased economic uncertainty or other factors. Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. If we fail to attract new university clients, or if new leadership at existing university clients does not have an interest in If we fail to attract new university clients, or if new leadership at existing university clients does not have an interest in continuing or expanding online delivery of their educational offerings, our revenue growth and profitability may suffer. continuing or expanding online delivery of their educational offerings, our revenue growth and profitability may suffer. The success of our business depends in large part on our ability to enter into agreements with additional nonprofit colleges The success of our business depends in large part on our ability to enter into agreements with additional nonprofit colleges and universities to provide their offerings online. In particular, to engage new university clients, we need to convince potential and universities to provide their offerings online. In particular, to engage new university clients, we need to convince potential university clients, many of which have been educating students only in on-campus programs for hundreds of years, to invest university clients, many of which have been educating students only in on-campus programs for hundreds of years, to invest significant time and resources to introduce a new teaching modality. The delivery of online education at leading nonprofit significant time and resources to introduce a new teaching modality. The delivery of online education at leading nonprofit colleges and universities is evolving, but many administrators and faculty members continue to have concern regarding the colleges and universities is evolving, but many administrators and faculty members continue to have concern regarding the perceived loss of control over the education process that might result from offering content online, as well as skepticism perceived loss of control over the education process that might result from offering content online, as well as skepticism regarding the ability of colleges and universities to provide high-quality education online that maintains the standards they set regarding the ability of colleges and universities to provide high-quality education online that maintains the standards they set for their on-campus programs. It may be difficult to overcome this resistance, and online offerings of the kind we develop with for their on-campus programs. It may be difficult to overcome this resistance, and online offerings of the kind we develop with our university clients may not achieve significant market acceptance. In addition, our university clients have regular turnover in our university clients may not achieve significant market acceptance. In addition, our university clients have regular turnover in their leadership positions, and there is no guarantee that any new leader will have an interest in continuing or expanding online their leadership positions, and there is no guarantee that any new leader will have an interest in continuing or expanding online delivery of the university’s educational offerings. If new leaders at our university clients do not embrace online delivery of delivery of the university’s educational offerings. If new leaders at our university clients do not embrace online delivery of educational offerings, we may not be able to add additional offerings with the university client and the university client may educational offerings, we may not be able to add additional offerings with the university client and the university client may attempt to terminate or may not renew their relationship with us. attempt to terminate or may not renew their relationship with us. The market for our offerings may be limited due to exclusivity provisions in certain of our contracts with university clients. The market for our offerings may be limited due to exclusivity provisions in certain of our contracts with university clients. We have agreed to incur, and we may incur in the future, costs to terminate some or all of the exclusivity obligations in We have agreed to incur, and we may incur in the future, costs to terminate some or all of the exclusivity obligations in certain of our university client contracts. certain of our university client contracts. Certain of our contracts with our university clients limit our ability to enable competitive offerings with other schools. In Certain of our contracts with our university clients limit our ability to enable competitive offerings with other schools. In our Degree Program Segment, we have determined that enabling some of these contractually prohibited competitive programs our Degree Program Segment, we have determined that enabling some of these contractually prohibited competitive programs may be part of our business strategy. We have in the past agreed and may in the future agree with certain university clients to may be part of our business strategy. We have in the past agreed and may in the future agree with certain university clients to do some or all of the following to reduce or eliminate certain exclusivity obligations: make fixed and contingent cash payments do some or all of the following to reduce or eliminate certain exclusivity obligations: make fixed and contingent cash payments over time, reduce our revenue share over time, and/or make minimum investments in marketing under certain conditions. over time, reduce our revenue share over time, and/or make minimum investments in marketing under certain conditions. In addition, in order to maintain good relations with our university clients, we may decide not to approach certain In addition, in order to maintain good relations with our university clients, we may decide not to approach certain institutions that our university clients regard as their direct competitors to offer similar programs or courses, even if we are institutions that our university clients regard as their direct competitors to offer similar programs or courses, even if we are allowed to do so under our contracts. A limited number of our contracts with our university clients include provisions that may allowed to do so under our contracts. A limited number of our contracts with our university clients include provisions that may result in pricing adjustments in limited circumstances. If we need to incur contingent costs in connection with enabling result in pricing adjustments in limited circumstances. If we need to incur contingent costs in connection with enabling competitive offerings or if we determine not to approach certain institutions, or if we have to adjust our pricing provisions, our competitive offerings or if we determine not to approach certain institutions, or if we have to adjust our pricing provisions, our ability to grow our business and achieve profitability would be impaired. ability to grow our business and achieve profitability would be impaired. To launch a new degree program, we generally incur significant expense in technology and content development, as well as To launch a new degree program, we generally incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs. revenue from a new program sufficient to recover our costs. To launch a new degree program, we generally integrate components of our platform with the various student information To launch a new degree program, we generally integrate components of our platform with the various student information and other operating systems our university clients use to manage functions within their institutions. In addition, for these degree and other operating systems our university clients use to manage functions within their institutions. In addition, for these degree programs, our content development staff work closely with the university client’s faculty members to produce engaging online programs, our content development staff work closely with the university client’s faculty members to produce engaging online coursework and content, and we must commence student acquisition activities. This process is time-consuming and costly and, coursework and content, and we must commence student acquisition activities. This process is time-consuming and costly and, 16 16 17 17 Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do Our financial performance depends heavily on our ability to recruit potential students for our offerings, and our ability to do so may be affected by circumstances beyond our control. so may be affected by circumstances beyond our control. audience, clients may be less willing to provide content to offer on our platform, and the experience of students could audience, clients may be less willing to provide content to offer on our platform, and the experience of students could be further negatively impacted. be further negatively impacted. Building awareness of our offerings is critical to our ability to recruit prospective students for our university clients’ Building awareness of our offerings is critical to our ability to recruit prospective students for our university clients’ offerings and generate revenue. A substantial portion of our expenses is attributable to marketing and sales efforts dedicated to offerings and generate revenue. A substantial portion of our expenses is attributable to marketing and sales efforts dedicated to attracting potential students to our offerings. Because we generate revenue based on a portion of the tuition and fees that attracting potential students to our offerings. Because we generate revenue based on a portion of the tuition and fees that students pay, it is critical to our success that we identify prospective students for our offerings in a cost-effective manner, and students pay, it is critical to our success that we identify prospective students for our offerings in a cost-effective manner, and that enrolled students remain active in our offerings until graduation or completion. that enrolled students remain active in our offerings until graduation or completion. We have experienced, and may in the future experience, fluctuations in our student enrollments based on a variety of We have experienced, and may in the future experience, fluctuations in our student enrollments based on a variety of factors. For example, student enrollments have declined, and may decline in the future, due to our university clients changing factors. For example, student enrollments have declined, and may decline in the future, due to our university clients changing their admissions standards and the COVID-19 pandemic led to significant fluctuations in student enrollment across our their admissions standards and the COVID-19 pandemic led to significant fluctuations in student enrollment across our offerings. offerings. The following factors, many of which are largely outside of our control, may prevent us from successfully driving and The following factors, many of which are largely outside of our control, may prevent us from successfully driving and maintaining student enrollment in our offerings in a cost-effective manner or at all, which would adversely affect our revenue maintaining student enrollment in our offerings in a cost-effective manner or at all, which would adversely affect our revenue and ability to achieve profitability: and ability to achieve profitability: • • Negative perceptions about online learning programs. Online offerings that we or our competitors provide may not be Negative perceptions about online learning programs. Online offerings that we or our competitors provide may not be successful or operate efficiently, and new entrants to the market also may not perform well. Such underperformance successful or operate efficiently, and new entrants to the market also may not perform well. Such underperformance could create the perception that online offerings in general are not an effective way to educate students, whether or not could create the perception that online offerings in general are not an effective way to educate students, whether or not our offerings achieve satisfactory performance. our offerings achieve satisfactory performance. • • Unsuccessful marketing efforts. We invest substantial resources in developing and implementing data-driven Unsuccessful marketing efforts. We invest substantial resources in developing and implementing data-driven marketing strategies that focus on identifying the right potential student at the right time. In connection with our marketing strategies that focus on identifying the right potential student at the right time. In connection with our platform-based and product-level marketing efforts, we make substantial use of search engine optimization, paid platform-based and product-level marketing efforts, we make substantial use of search engine optimization, paid search, social media and custom website development and deployment and we rely on a small number of internet search, social media and custom website development and deployment and we rely on a small number of internet search engines and marketing partners. The effectiveness and cost of our marketing efforts has varied over time and search engines and marketing partners. The effectiveness and cost of our marketing efforts has varied over time and from offering to offering based on economic conditions, competition, advertising prices, offerings type, university from offering to offering based on economic conditions, competition, advertising prices, offerings type, university client reputation and other factors, including the effectiveness of our marketing partners to identify students and client reputation and other factors, including the effectiveness of our marketing partners to identify students and learners. learners. • • Damage to university client reputation. Because we often use a university client’s brand in connection with our Damage to university client reputation. Because we often use a university client’s brand in connection with our marketing efforts for their offerings, our university clients’ reputations are critical to our ability to enroll students. marketing efforts for their offerings, our university clients’ reputations are critical to our ability to enroll students. Many factors affecting our university clients’ reputations are beyond our control, including ranking among nonprofit Many factors affecting our university clients’ reputations are beyond our control, including ranking among nonprofit educational institutions, internal university matters, changes in university leadership positions and other matters that educational institutions, internal university matters, changes in university leadership positions and other matters that impact the public perception of our university clients. impact the public perception of our university clients. • • • • Lack of interest in an offering. We may encounter difficulties attracting students for offerings that are not highly Lack of interest in an offering. We may encounter difficulties attracting students for offerings that are not highly desired or that are relatively new within their fields. Macroeconomic conditions beyond our control may diminish desired or that are relatively new within their fields. Macroeconomic conditions beyond our control may diminish interest in employment in a field, which could contribute to a lack of interest in offerings related to that field. interest in employment in a field, which could contribute to a lack of interest in offerings related to that field. Reduced support from our university clients. Our ability to grow our revenue from a particular offering depends on the Reduced support from our university clients. Our ability to grow our revenue from a particular offering depends on the growth of enrollment in that offering. Our university clients could limit enrollment in certain offerings, cease growth of enrollment in that offering. Our university clients could limit enrollment in certain offerings, cease providing the offerings altogether or significantly curtail or inhibit our ability to promote their offerings, any of which providing the offerings altogether or significantly curtail or inhibit our ability to promote their offerings, any of which would negatively impact our revenue. would negatively impact our revenue. • • Our lack of control over our university clients’ admissions standards and admissions decisions for degree programs. Our lack of control over our university clients’ admissions standards and admissions decisions for degree programs. Even if we identify prospective students for a degree program, there is no guarantee that our university clients will Even if we identify prospective students for a degree program, there is no guarantee that our university clients will admit these students to that program. Our university clients retain complete discretion over setting admissions admit these students to that program. Our university clients retain complete discretion over setting admissions standards and making admissions decisions, and university clients may change admissions standards or inconsistently standards and making admissions decisions, and university clients may change admissions standards or inconsistently apply admissions standards. apply admissions standards. • • Inability to maintain sufficient high-quality content from our clients. Our success depends on our ability to provide Inability to maintain sufficient high-quality content from our clients. Our success depends on our ability to provide students with high-quality learning experiences. For certain of our offerings, including our degree programs, while our students with high-quality learning experiences. For certain of our offerings, including our degree programs, while our clients are primarily responsible for curriculum development our learning design and development experts collaborate clients are primarily responsible for curriculum development our learning design and development experts collaborate with faculty to ensure the final course content is engaging and digestible in an online format. For other offerings, with faculty to ensure the final course content is engaging and digestible in an online format. For other offerings, including our open course and micro-credential offerings, our clients are solely responsible for curriculum including our open course and micro-credential offerings, our clients are solely responsible for curriculum development and we provide limited self-help resources. If the course content in our offerings is not high-quality and development and we provide limited self-help resources. If the course content in our offerings is not high-quality and students are dissatisfied with their experience in an offering on our platform or do not find the content of our offerings students are dissatisfied with their experience in an offering on our platform or do not find the content of our offerings appealing, they may stop accessing our content. In turn, if clients perceive that our platform lacks an adequate learner appealing, they may stop accessing our content. In turn, if clients perceive that our platform lacks an adequate learner • • • • Inability of students to secure funding. Like on-campus college and university students, many of the students in our Inability of students to secure funding. Like on-campus college and university students, many of the students in our university clients’ offerings, in particular degree programs and boot camps, rely on the availability of third-party university clients’ offerings, in particular degree programs and boot camps, rely on the availability of third-party financing to pay for tuition and other costs of their education. This may include federal or private student loans, financing to pay for tuition and other costs of their education. This may include federal or private student loans, scholarships and grants, or benefits or reimbursement provided by an employer. Any developments that reduce the scholarships and grants, or benefits or reimbursement provided by an employer. Any developments that reduce the availability or increase the cost of financial aid for higher education generally, or for our university clients’ offerings, availability or increase the cost of financial aid for higher education generally, or for our university clients’ offerings, could impair students’ abilities to meet their financial obligations and could negatively impact future enrollment in our could impair students’ abilities to meet their financial obligations and could negatively impact future enrollment in our offerings. offerings. General economic conditions. Student enrollment in our offerings may be affected by changes in global economic General economic conditions. Student enrollment in our offerings may be affected by changes in global economic conditions. An improvement in economic conditions and, in particular, an improvement in the economic conditions in conditions. An improvement in economic conditions and, in particular, an improvement in the economic conditions in the U.S. and the U.S. unemployment rate, may reduce demand among potential students for educational services, as the U.S. and the U.S. unemployment rate, may reduce demand among potential students for educational services, as they may find adequate employment without additional education. Conversely, a worsening of economic and they may find adequate employment without additional education. Conversely, a worsening of economic and employment conditions may reduce the willingness of employers to sponsor educational opportunities for their employment conditions may reduce the willingness of employers to sponsor educational opportunities for their employees or discourage existing or potential students from pursuing additional education due to a perception that employees or discourage existing or potential students from pursuing additional education due to a perception that there are insufficient job opportunities, increased economic uncertainty or other factors. there are insufficient job opportunities, increased economic uncertainty or other factors. Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. Our business depends heavily on the adoption by colleges and universities of online delivery of their educational offerings. If we fail to attract new university clients, or if new leadership at existing university clients does not have an interest in If we fail to attract new university clients, or if new leadership at existing university clients does not have an interest in continuing or expanding online delivery of their educational offerings, our revenue growth and profitability may suffer. continuing or expanding online delivery of their educational offerings, our revenue growth and profitability may suffer. The success of our business depends in large part on our ability to enter into agreements with additional nonprofit colleges The success of our business depends in large part on our ability to enter into agreements with additional nonprofit colleges and universities to provide their offerings online. In particular, to engage new university clients, we need to convince potential and universities to provide their offerings online. In particular, to engage new university clients, we need to convince potential university clients, many of which have been educating students only in on-campus programs for hundreds of years, to invest university clients, many of which have been educating students only in on-campus programs for hundreds of years, to invest significant time and resources to introduce a new teaching modality. The delivery of online education at leading nonprofit significant time and resources to introduce a new teaching modality. The delivery of online education at leading nonprofit colleges and universities is evolving, but many administrators and faculty members continue to have concern regarding the colleges and universities is evolving, but many administrators and faculty members continue to have concern regarding the perceived loss of control over the education process that might result from offering content online, as well as skepticism perceived loss of control over the education process that might result from offering content online, as well as skepticism regarding the ability of colleges and universities to provide high-quality education online that maintains the standards they set regarding the ability of colleges and universities to provide high-quality education online that maintains the standards they set for their on-campus programs. It may be difficult to overcome this resistance, and online offerings of the kind we develop with for their on-campus programs. It may be difficult to overcome this resistance, and online offerings of the kind we develop with our university clients may not achieve significant market acceptance. In addition, our university clients have regular turnover in our university clients may not achieve significant market acceptance. In addition, our university clients have regular turnover in their leadership positions, and there is no guarantee that any new leader will have an interest in continuing or expanding online their leadership positions, and there is no guarantee that any new leader will have an interest in continuing or expanding online delivery of the university’s educational offerings. If new leaders at our university clients do not embrace online delivery of delivery of the university’s educational offerings. If new leaders at our university clients do not embrace online delivery of educational offerings, we may not be able to add additional offerings with the university client and the university client may educational offerings, we may not be able to add additional offerings with the university client and the university client may attempt to terminate or may not renew their relationship with us. attempt to terminate or may not renew their relationship with us. The market for our offerings may be limited due to exclusivity provisions in certain of our contracts with university clients. The market for our offerings may be limited due to exclusivity provisions in certain of our contracts with university clients. We have agreed to incur, and we may incur in the future, costs to terminate some or all of the exclusivity obligations in We have agreed to incur, and we may incur in the future, costs to terminate some or all of the exclusivity obligations in certain of our university client contracts. certain of our university client contracts. Certain of our contracts with our university clients limit our ability to enable competitive offerings with other schools. In Certain of our contracts with our university clients limit our ability to enable competitive offerings with other schools. In our Degree Program Segment, we have determined that enabling some of these contractually prohibited competitive programs our Degree Program Segment, we have determined that enabling some of these contractually prohibited competitive programs may be part of our business strategy. We have in the past agreed and may in the future agree with certain university clients to may be part of our business strategy. We have in the past agreed and may in the future agree with certain university clients to do some or all of the following to reduce or eliminate certain exclusivity obligations: make fixed and contingent cash payments do some or all of the following to reduce or eliminate certain exclusivity obligations: make fixed and contingent cash payments over time, reduce our revenue share over time, and/or make minimum investments in marketing under certain conditions. over time, reduce our revenue share over time, and/or make minimum investments in marketing under certain conditions. In addition, in order to maintain good relations with our university clients, we may decide not to approach certain In addition, in order to maintain good relations with our university clients, we may decide not to approach certain institutions that our university clients regard as their direct competitors to offer similar programs or courses, even if we are institutions that our university clients regard as their direct competitors to offer similar programs or courses, even if we are allowed to do so under our contracts. A limited number of our contracts with our university clients include provisions that may allowed to do so under our contracts. A limited number of our contracts with our university clients include provisions that may result in pricing adjustments in limited circumstances. If we need to incur contingent costs in connection with enabling result in pricing adjustments in limited circumstances. If we need to incur contingent costs in connection with enabling competitive offerings or if we determine not to approach certain institutions, or if we have to adjust our pricing provisions, our competitive offerings or if we determine not to approach certain institutions, or if we have to adjust our pricing provisions, our ability to grow our business and achieve profitability would be impaired. ability to grow our business and achieve profitability would be impaired. To launch a new degree program, we generally incur significant expense in technology and content development, as well as To launch a new degree program, we generally incur significant expense in technology and content development, as well as in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate in marketing and sales to identify and attract prospective students, and it may be several years, if ever, before we generate revenue from a new program sufficient to recover our costs. revenue from a new program sufficient to recover our costs. To launch a new degree program, we generally integrate components of our platform with the various student information To launch a new degree program, we generally integrate components of our platform with the various student information and other operating systems our university clients use to manage functions within their institutions. In addition, for these degree and other operating systems our university clients use to manage functions within their institutions. In addition, for these degree programs, our content development staff work closely with the university client’s faculty members to produce engaging online programs, our content development staff work closely with the university client’s faculty members to produce engaging online coursework and content, and we must commence student acquisition activities. This process is time-consuming and costly and, coursework and content, and we must commence student acquisition activities. This process is time-consuming and costly and, 16 16 17 17 under our agreements with our university clients, we are primarily responsible for the significant costs of this effort for most of under our agreements with our university clients, we are primarily responsible for the significant costs of this effort for most of our degree programs, even before we generate any revenue and there is no guarantee we will ever recoup these costs. our degree programs, even before we generate any revenue and there is no guarantee we will ever recoup these costs. In exchange for the upfront investments we make in our university clients’ degree programs, our university client In exchange for the upfront investments we make in our university clients’ degree programs, our university client agreements generally provide that we receive a fixed percentage of the tuition that the university clients receive from the agreements generally provide that we receive a fixed percentage of the tuition that the university clients receive from the students enrolled in their degree programs. We only begin to recover these upfront costs once students are enrolled and our students enrolled in their degree programs. We only begin to recover these upfront costs once students are enrolled and our university clients begin billing students for tuition and fees. The time that it takes for us to recover our investment in a new university clients begin billing students for tuition and fees. The time that it takes for us to recover our investment in a new degree program depends on a variety of factors, primarily our content development costs, student acquisition costs, the rate of degree program depends on a variety of factors, primarily our content development costs, student acquisition costs, the rate of growth in student enrollment in the program, and the tuition of the program. We estimate that, on average, it takes growth in student enrollment in the program, and the tuition of the program. We estimate that, on average, it takes approximately three years after signing an agreement with a university client to fully recover our investment in that university approximately three years after signing an agreement with a university client to fully recover our investment in that university client’s new degree program. Because of the lengthy period required to recoup our investment in these new degree programs, client’s new degree program. Because of the lengthy period required to recoup our investment in these new degree programs, unexpected developments beyond our control could occur that result in the university client ceasing or significantly curtailing a unexpected developments beyond our control could occur that result in the university client ceasing or significantly curtailing a degree program before we are able to fully recoup our investment. As a result, we may ultimately be unable to recover the full degree program before we are able to fully recoup our investment. As a result, we may ultimately be unable to recover the full investment that we make in a new degree program or achieve our expected level of profitability for the degree program. investment that we make in a new degree program or achieve our expected level of profitability for the degree program. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. Our continued growth and ability to achieve profitability depends on our and our university clients’ ability to successfully Our continued growth and ability to achieve profitability depends on our and our university clients’ ability to successfully scale newly launched offerings. Our ability to scale new offerings in the time frame we expect has varied over time and from scale newly launched offerings. Our ability to scale new offerings in the time frame we expect has varied over time and from offering to offering. If we are not successful in recruiting potential students for our offerings, it would adversely impact our offering to offering. If we are not successful in recruiting potential students for our offerings, it would adversely impact our ability to generate revenue, and our university clients and the students in their offerings could lose confidence in the knowledge ability to generate revenue, and our university clients and the students in their offerings could lose confidence in the knowledge and capability of our employees. If we cannot quickly and efficiently scale our technology to handle growing student and capability of our employees. If we cannot quickly and efficiently scale our technology to handle growing student enrollment and new offerings, our university clients’ and their students’ experiences may suffer, which could damage our enrollment and new offerings, our university clients’ and their students’ experiences may suffer, which could damage our reputation among colleges and universities and their faculty and students and impact our ability to acquire new university reputation among colleges and universities and their faculty and students and impact our ability to acquire new university clients. clients. In addition, in our Degree Program Segment, if our university clients cannot quickly develop the infrastructure and hire In addition, in our Degree Program Segment, if our university clients cannot quickly develop the infrastructure and hire sufficient faculty and administrators to handle growing student enrollments, our university clients’ and their students’ sufficient faculty and administrators to handle growing student enrollments, our university clients’ and their students’ experiences with our platform may suffer, which could damage our reputation among colleges and universities and their faculty experiences with our platform may suffer, which could damage our reputation among colleges and universities and their faculty and students. and students. Our ability to efficiently scale new offerings may depend on a number of factors, including our ability to: Our ability to efficiently scale new offerings may depend on a number of factors, including our ability to: satisfy existing students in, and attract and enroll new students for, our offerings; satisfy existing students in, and attract and enroll new students for, our offerings; assist our university clients in recruiting qualified faculty to support their expanding enrollments; assist our university clients in recruiting qualified faculty to support their expanding enrollments; assist our university clients in developing and producing an increased volume of course content; assist our university clients in developing and producing an increased volume of course content; successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and deliver high-quality support to our university clients and their faculty and students. deliver high-quality support to our university clients and their faculty and students. • • • • • • • • • • If student enrollments in our offerings do not increase, if we are unable to launch new offerings in a cost-effective manner If student enrollments in our offerings do not increase, if we are unable to launch new offerings in a cost-effective manner or if we are otherwise unable to manage new offerings effectively, our ability to grow our business and achieve profitability or if we are otherwise unable to manage new offerings effectively, our ability to grow our business and achieve profitability would be impaired, and the quality of our platform and the satisfaction of our university clients and their students could suffer. would be impaired, and the quality of our platform and the satisfaction of our university clients and their students could suffer. Our financial performance depends heavily on student retention within our offerings, and factors influencing student Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control. retention may be out of our control. Once a student is enrolled in an offering, we and our university client must retain the student over the life of the offering to Once a student is enrolled in an offering, we and our university client must retain the student over the life of the offering to generate ongoing revenue. Our strategy involves offering high-quality support to students enrolled in these offerings to support generate ongoing revenue. Our strategy involves offering high-quality support to students enrolled in these offerings to support their retention. If we are unable to help students quickly resolve any educational, technological or logistical issues they their retention. If we are unable to help students quickly resolve any educational, technological or logistical issues they encounter, otherwise provide effective ongoing support to students or deliver high-quality, engaging educational content, encounter, otherwise provide effective ongoing support to students or deliver high-quality, engaging educational content, students may withdraw from the offering, which would negatively impact our revenue. students may withdraw from the offering, which would negatively impact our revenue. In addition, student retention could be compromised by the following factors, many of which are largely outside of our In addition, student retention could be compromised by the following factors, many of which are largely outside of our control: control: • • Lack of support from faculty members in our university clients’ degree programs. It takes a significant time Lack of support from faculty members in our university clients’ degree programs. It takes a significant time commitment and dedication from our university clients’ faculty members to work with us to develop or to commitment and dedication from our university clients’ faculty members to work with us to develop or to independently develop course content for their degree programs and other courses designed for an online learning independently develop course content for their degree programs and other courses designed for an online learning environment. Our university clients’ faculty may be unfamiliar with the development and production process, may not environment. Our university clients’ faculty may be unfamiliar with the development and production process, may not understand the time commitment involved, or may otherwise be resistant to changing the ways in which they present understand the time commitment involved, or may otherwise be resistant to changing the ways in which they present the same content in an on-campus class. Our ability to maintain high student retention will depend in part on our the same content in an on-campus class. Our ability to maintain high student retention will depend in part on our ability to convince our university clients’ faculty of the value in the time and effort they will spend developing the ability to convince our university clients’ faculty of the value in the time and effort they will spend developing the course content. Lack of support from faculty could cause the quality of our degree programs to decline, which could course content. Lack of support from faculty could cause the quality of our degree programs to decline, which could contribute to decreased student satisfaction and retention in our Degree Program Segment. contribute to decreased student satisfaction and retention in our Degree Program Segment. • • Student dissatisfaction. Enrolled students may drop out of our offerings based on their individual perceptions of the Student dissatisfaction. Enrolled students may drop out of our offerings based on their individual perceptions of the value they are getting from the offering. For example, we may face retention challenges as a result of students’ value they are getting from the offering. For example, we may face retention challenges as a result of students’ dissatisfaction with our university clients’ faculty, changing views of the value of our offerings and perceptions of dissatisfaction with our university clients’ faculty, changing views of the value of our offerings and perceptions of employment prospects following completion of the offering. employment prospects following completion of the offering. • • Personal factors. Personal factors, such as ability to continue to pay tuition, ability to meet the rigorous demands of the Personal factors. Personal factors, such as ability to continue to pay tuition, ability to meet the rigorous demands of the offering, and lack of time to continue classes, all of which are generally beyond our control, may impact a student’s offering, and lack of time to continue classes, all of which are generally beyond our control, may impact a student’s willingness and ability to stay enrolled in an offering. willingness and ability to stay enrolled in an offering. If student retention is compromised by any of these factors, it could significantly reduce the revenue that we generate from If student retention is compromised by any of these factors, it could significantly reduce the revenue that we generate from our offerings, which would negatively impact our return on investment for the particular offering and could compromise our our offerings, which would negatively impact our return on investment for the particular offering and could compromise our ability to grow our business and achieve profitability. ability to grow our business and achieve profitability. The loss, or material underperformance, of any one of our offerings could harm our reputation, which could in turn affect The loss, or material underperformance, of any one of our offerings could harm our reputation, which could in turn affect our future revenue growth. our future revenue growth. We rely on our reputation for delivering high-quality online educational offerings and recommendations from existing We rely on our reputation for delivering high-quality online educational offerings and recommendations from existing university clients to attract potential new university clients. Therefore, the loss of any single offering, or the failure of any university clients to attract potential new university clients. Therefore, the loss of any single offering, or the failure of any university client to renew its agreement with us upon expiration, could harm our reputation and impair our ability to pursue our university client to renew its agreement with us upon expiration, could harm our reputation and impair our ability to pursue our growth strategy and ultimately to become profitable. growth strategy and ultimately to become profitable. The recent significant decline in the market price of our common stock and the impairment of intangible assets and goodwill The recent significant decline in the market price of our common stock and the impairment of intangible assets and goodwill arising from our acquisitions could continue to negatively impact and affect our net income and shareholders’ equity. arising from our acquisitions could continue to negatively impact and affect our net income and shareholders’ equity. We review goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event We review goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. We experienced a significant decline in the market price of our common stock subsequent to February below its carrying value. We experienced a significant decline in the market price of our common stock subsequent to February 9, 2022 that resulted in a triggering event for assessing our goodwill and indefinite-lived intangible asset balances. When we 9, 2022 that resulted in a triggering event for assessing our goodwill and indefinite-lived intangible asset balances. When we acquire a business, a substantial portion of the purchase price of the acquisition may be allocated to goodwill and other acquire a business, a substantial portion of the purchase price of the acquisition may be allocated to goodwill and other indefinite-lived intangible assets. During the three months ended March 31, 2022, we recorded impairment charges of indefinite-lived intangible assets. During the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite- ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite- lived intangible asset, respectively. lived intangible asset, respectively. Future declines in the results of our acquisitions and other factors could cause us to record an impairment of all or a portion Future declines in the results of our acquisitions and other factors could cause us to record an impairment of all or a portion of the relevant goodwill in the future. We may not be able to achieve our business targets for businesses we previously acquired of the relevant goodwill in the future. We may not be able to achieve our business targets for businesses we previously acquired or will acquire in the future, which could result in our incurring additional goodwill and other intangible assets impairment or will acquire in the future, which could result in our incurring additional goodwill and other intangible assets impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another impairment analysis, which could result in an impairment of up to the entire balance of our goodwill and other intangible assets based on analysis, which could result in an impairment of up to the entire balance of our goodwill and other intangible assets based on the quantitative assessment performed. the quantitative assessment performed. Risks Related to Our Operations and Our Growth Strategy Risks Related to Our Operations and Our Growth Strategy Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. Our platform and program-level marketing efforts make substantial use of paid search, social media, search engine Our platform and program-level marketing efforts make substantial use of paid search, social media, search engine optimization and custom website development and deployment and we rely on advertising through a limited number of third- optimization and custom website development and deployment and we rely on advertising through a limited number of third- party advertising platforms such as Google, Meta Platforms and LinkedIn, to direct traffic to, and recruit new students for, our party advertising platforms such as Google, Meta Platforms and LinkedIn, to direct traffic to, and recruit new students for, our offerings. Changes in the way these platforms operate - whether due to changes in law, changes in the practices of mobile offerings. Changes in the way these platforms operate - whether due to changes in law, changes in the practices of mobile operating system providers, or otherwise - or changes in their advertising prices, data use practices, or other terms have operating system providers, or otherwise - or changes in their advertising prices, data use practices, or other terms have impacted the cost and efficiency of our student acquisition efforts in the past and could in the future make marketing our impacted the cost and efficiency of our student acquisition efforts in the past and could in the future make marketing our offerings more expensive, or less effective. In addition, the elimination of a particular medium or platform on which we offerings more expensive, or less effective. In addition, the elimination of a particular medium or platform on which we advertise, could limit our ability to direct traffic to our offerings and recruit new students on a cost-effective basis, any of which advertise, could limit our ability to direct traffic to our offerings and recruit new students on a cost-effective basis, any of which could have a material adverse effect on our business, results of operations and financial condition. could have a material adverse effect on our business, results of operations and financial condition. 18 18 19 19 under our agreements with our university clients, we are primarily responsible for the significant costs of this effort for most of under our agreements with our university clients, we are primarily responsible for the significant costs of this effort for most of our degree programs, even before we generate any revenue and there is no guarantee we will ever recoup these costs. our degree programs, even before we generate any revenue and there is no guarantee we will ever recoup these costs. In exchange for the upfront investments we make in our university clients’ degree programs, our university client In exchange for the upfront investments we make in our university clients’ degree programs, our university client agreements generally provide that we receive a fixed percentage of the tuition that the university clients receive from the agreements generally provide that we receive a fixed percentage of the tuition that the university clients receive from the students enrolled in their degree programs. We only begin to recover these upfront costs once students are enrolled and our students enrolled in their degree programs. We only begin to recover these upfront costs once students are enrolled and our university clients begin billing students for tuition and fees. The time that it takes for us to recover our investment in a new university clients begin billing students for tuition and fees. The time that it takes for us to recover our investment in a new degree program depends on a variety of factors, primarily our content development costs, student acquisition costs, the rate of degree program depends on a variety of factors, primarily our content development costs, student acquisition costs, the rate of growth in student enrollment in the program, and the tuition of the program. We estimate that, on average, it takes growth in student enrollment in the program, and the tuition of the program. We estimate that, on average, it takes approximately three years after signing an agreement with a university client to fully recover our investment in that university approximately three years after signing an agreement with a university client to fully recover our investment in that university client’s new degree program. Because of the lengthy period required to recoup our investment in these new degree programs, client’s new degree program. Because of the lengthy period required to recoup our investment in these new degree programs, unexpected developments beyond our control could occur that result in the university client ceasing or significantly curtailing a unexpected developments beyond our control could occur that result in the university client ceasing or significantly curtailing a degree program before we are able to fully recoup our investment. As a result, we may ultimately be unable to recover the full degree program before we are able to fully recoup our investment. As a result, we may ultimately be unable to recover the full investment that we make in a new degree program or achieve our expected level of profitability for the degree program. investment that we make in a new degree program or achieve our expected level of profitability for the degree program. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. If new offerings do not scale efficiently and in the time frames we expect, our reputation and our revenue will suffer. Our continued growth and ability to achieve profitability depends on our and our university clients’ ability to successfully Our continued growth and ability to achieve profitability depends on our and our university clients’ ability to successfully scale newly launched offerings. Our ability to scale new offerings in the time frame we expect has varied over time and from scale newly launched offerings. Our ability to scale new offerings in the time frame we expect has varied over time and from offering to offering. If we are not successful in recruiting potential students for our offerings, it would adversely impact our offering to offering. If we are not successful in recruiting potential students for our offerings, it would adversely impact our ability to generate revenue, and our university clients and the students in their offerings could lose confidence in the knowledge ability to generate revenue, and our university clients and the students in their offerings could lose confidence in the knowledge and capability of our employees. If we cannot quickly and efficiently scale our technology to handle growing student and capability of our employees. If we cannot quickly and efficiently scale our technology to handle growing student enrollment and new offerings, our university clients’ and their students’ experiences may suffer, which could damage our enrollment and new offerings, our university clients’ and their students’ experiences may suffer, which could damage our reputation among colleges and universities and their faculty and students and impact our ability to acquire new university reputation among colleges and universities and their faculty and students and impact our ability to acquire new university In addition, in our Degree Program Segment, if our university clients cannot quickly develop the infrastructure and hire In addition, in our Degree Program Segment, if our university clients cannot quickly develop the infrastructure and hire sufficient faculty and administrators to handle growing student enrollments, our university clients’ and their students’ sufficient faculty and administrators to handle growing student enrollments, our university clients’ and their students’ experiences with our platform may suffer, which could damage our reputation among colleges and universities and their faculty experiences with our platform may suffer, which could damage our reputation among colleges and universities and their faculty Our ability to efficiently scale new offerings may depend on a number of factors, including our ability to: Our ability to efficiently scale new offerings may depend on a number of factors, including our ability to: satisfy existing students in, and attract and enroll new students for, our offerings; satisfy existing students in, and attract and enroll new students for, our offerings; assist our university clients in recruiting qualified faculty to support their expanding enrollments; assist our university clients in recruiting qualified faculty to support their expanding enrollments; assist our university clients in developing and producing an increased volume of course content; assist our university clients in developing and producing an increased volume of course content; successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and deliver high-quality support to our university clients and their faculty and students. deliver high-quality support to our university clients and their faculty and students. If student enrollments in our offerings do not increase, if we are unable to launch new offerings in a cost-effective manner If student enrollments in our offerings do not increase, if we are unable to launch new offerings in a cost-effective manner or if we are otherwise unable to manage new offerings effectively, our ability to grow our business and achieve profitability or if we are otherwise unable to manage new offerings effectively, our ability to grow our business and achieve profitability would be impaired, and the quality of our platform and the satisfaction of our university clients and their students could suffer. would be impaired, and the quality of our platform and the satisfaction of our university clients and their students could suffer. clients. clients. and students. and students. • • • • • • • • • • Once a student is enrolled in an offering, we and our university client must retain the student over the life of the offering to Once a student is enrolled in an offering, we and our university client must retain the student over the life of the offering to generate ongoing revenue. Our strategy involves offering high-quality support to students enrolled in these offerings to support generate ongoing revenue. Our strategy involves offering high-quality support to students enrolled in these offerings to support their retention. If we are unable to help students quickly resolve any educational, technological or logistical issues they their retention. If we are unable to help students quickly resolve any educational, technological or logistical issues they encounter, otherwise provide effective ongoing support to students or deliver high-quality, engaging educational content, encounter, otherwise provide effective ongoing support to students or deliver high-quality, engaging educational content, students may withdraw from the offering, which would negatively impact our revenue. students may withdraw from the offering, which would negatively impact our revenue. In addition, student retention could be compromised by the following factors, many of which are largely outside of our In addition, student retention could be compromised by the following factors, many of which are largely outside of our control: control: • • Lack of support from faculty members in our university clients’ degree programs. It takes a significant time Lack of support from faculty members in our university clients’ degree programs. It takes a significant time commitment and dedication from our university clients’ faculty members to work with us to develop or to commitment and dedication from our university clients’ faculty members to work with us to develop or to independently develop course content for their degree programs and other courses designed for an online learning independently develop course content for their degree programs and other courses designed for an online learning environment. Our university clients’ faculty may be unfamiliar with the development and production process, may not environment. Our university clients’ faculty may be unfamiliar with the development and production process, may not understand the time commitment involved, or may otherwise be resistant to changing the ways in which they present understand the time commitment involved, or may otherwise be resistant to changing the ways in which they present the same content in an on-campus class. Our ability to maintain high student retention will depend in part on our the same content in an on-campus class. Our ability to maintain high student retention will depend in part on our ability to convince our university clients’ faculty of the value in the time and effort they will spend developing the ability to convince our university clients’ faculty of the value in the time and effort they will spend developing the course content. Lack of support from faculty could cause the quality of our degree programs to decline, which could course content. Lack of support from faculty could cause the quality of our degree programs to decline, which could contribute to decreased student satisfaction and retention in our Degree Program Segment. contribute to decreased student satisfaction and retention in our Degree Program Segment. Student dissatisfaction. Enrolled students may drop out of our offerings based on their individual perceptions of the Student dissatisfaction. Enrolled students may drop out of our offerings based on their individual perceptions of the value they are getting from the offering. For example, we may face retention challenges as a result of students’ value they are getting from the offering. For example, we may face retention challenges as a result of students’ dissatisfaction with our university clients’ faculty, changing views of the value of our offerings and perceptions of dissatisfaction with our university clients’ faculty, changing views of the value of our offerings and perceptions of employment prospects following completion of the offering. employment prospects following completion of the offering. Personal factors. Personal factors, such as ability to continue to pay tuition, ability to meet the rigorous demands of the Personal factors. Personal factors, such as ability to continue to pay tuition, ability to meet the rigorous demands of the offering, and lack of time to continue classes, all of which are generally beyond our control, may impact a student’s offering, and lack of time to continue classes, all of which are generally beyond our control, may impact a student’s willingness and ability to stay enrolled in an offering. willingness and ability to stay enrolled in an offering. • • • • If student retention is compromised by any of these factors, it could significantly reduce the revenue that we generate from If student retention is compromised by any of these factors, it could significantly reduce the revenue that we generate from our offerings, which would negatively impact our return on investment for the particular offering and could compromise our our offerings, which would negatively impact our return on investment for the particular offering and could compromise our ability to grow our business and achieve profitability. ability to grow our business and achieve profitability. The loss, or material underperformance, of any one of our offerings could harm our reputation, which could in turn affect The loss, or material underperformance, of any one of our offerings could harm our reputation, which could in turn affect our future revenue growth. our future revenue growth. We rely on our reputation for delivering high-quality online educational offerings and recommendations from existing We rely on our reputation for delivering high-quality online educational offerings and recommendations from existing university clients to attract potential new university clients. Therefore, the loss of any single offering, or the failure of any university clients to attract potential new university clients. Therefore, the loss of any single offering, or the failure of any university client to renew its agreement with us upon expiration, could harm our reputation and impair our ability to pursue our university client to renew its agreement with us upon expiration, could harm our reputation and impair our ability to pursue our growth strategy and ultimately to become profitable. growth strategy and ultimately to become profitable. The recent significant decline in the market price of our common stock and the impairment of intangible assets and goodwill The recent significant decline in the market price of our common stock and the impairment of intangible assets and goodwill arising from our acquisitions could continue to negatively impact and affect our net income and shareholders’ equity. arising from our acquisitions could continue to negatively impact and affect our net income and shareholders’ equity. We review goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event We review goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. We experienced a significant decline in the market price of our common stock subsequent to February below its carrying value. We experienced a significant decline in the market price of our common stock subsequent to February 9, 2022 that resulted in a triggering event for assessing our goodwill and indefinite-lived intangible asset balances. When we 9, 2022 that resulted in a triggering event for assessing our goodwill and indefinite-lived intangible asset balances. When we acquire a business, a substantial portion of the purchase price of the acquisition may be allocated to goodwill and other acquire a business, a substantial portion of the purchase price of the acquisition may be allocated to goodwill and other indefinite-lived intangible assets. During the three months ended March 31, 2022, we recorded impairment charges of indefinite-lived intangible assets. During the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite- ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite- lived intangible asset, respectively. lived intangible asset, respectively. Future declines in the results of our acquisitions and other factors could cause us to record an impairment of all or a portion Future declines in the results of our acquisitions and other factors could cause us to record an impairment of all or a portion of the relevant goodwill in the future. We may not be able to achieve our business targets for businesses we previously acquired of the relevant goodwill in the future. We may not be able to achieve our business targets for businesses we previously acquired or will acquire in the future, which could result in our incurring additional goodwill and other intangible assets impairment or will acquire in the future, which could result in our incurring additional goodwill and other intangible assets impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another impairment analysis, which could result in an impairment of up to the entire balance of our goodwill and other intangible assets based on analysis, which could result in an impairment of up to the entire balance of our goodwill and other intangible assets based on the quantitative assessment performed. the quantitative assessment performed. Our financial performance depends heavily on student retention within our offerings, and factors influencing student Our financial performance depends heavily on student retention within our offerings, and factors influencing student retention may be out of our control. retention may be out of our control. Risks Related to Our Operations and Our Growth Strategy Risks Related to Our Operations and Our Growth Strategy Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. Our student acquisition efforts depend in large part upon a limited number of third-party advertising platforms. Our platform and program-level marketing efforts make substantial use of paid search, social media, search engine Our platform and program-level marketing efforts make substantial use of paid search, social media, search engine optimization and custom website development and deployment and we rely on advertising through a limited number of third- optimization and custom website development and deployment and we rely on advertising through a limited number of third- party advertising platforms such as Google, Meta Platforms and LinkedIn, to direct traffic to, and recruit new students for, our party advertising platforms such as Google, Meta Platforms and LinkedIn, to direct traffic to, and recruit new students for, our offerings. Changes in the way these platforms operate - whether due to changes in law, changes in the practices of mobile offerings. Changes in the way these platforms operate - whether due to changes in law, changes in the practices of mobile operating system providers, or otherwise - or changes in their advertising prices, data use practices, or other terms have operating system providers, or otherwise - or changes in their advertising prices, data use practices, or other terms have impacted the cost and efficiency of our student acquisition efforts in the past and could in the future make marketing our impacted the cost and efficiency of our student acquisition efforts in the past and could in the future make marketing our offerings more expensive, or less effective. In addition, the elimination of a particular medium or platform on which we offerings more expensive, or less effective. In addition, the elimination of a particular medium or platform on which we advertise, could limit our ability to direct traffic to our offerings and recruit new students on a cost-effective basis, any of which advertise, could limit our ability to direct traffic to our offerings and recruit new students on a cost-effective basis, any of which could have a material adverse effect on our business, results of operations and financial condition. could have a material adverse effect on our business, results of operations and financial condition. 18 18 19 19 If internet search engines’ methodologies are modified, our search engine optimization capability in connection with our If internet search engines’ methodologies are modified, our search engine optimization capability in connection with our student recruiting efforts could be harmed. student recruiting efforts could be harmed. offerings and could harm our reputation. offerings and could harm our reputation. Disruption to or failures of our online learning platforms could reduce university client and student satisfaction with our Disruption to or failures of our online learning platforms could reduce university client and student satisfaction with our Our search engine optimization capability in connection with our student acquisition efforts substantially depends on Our search engine optimization capability in connection with our student acquisition efforts substantially depends on various internet search engines, such as Google, to direct a significant amount of traffic to our marketplace at edX.org and other various internet search engines, such as Google, to direct a significant amount of traffic to our marketplace at edX.org and other websites related to our offerings. Our ability to influence the number of visitors directed to these websites through search websites related to our offerings. Our ability to influence the number of visitors directed to these websites through search engines is not entirely within our control. For example, search engines frequently revise their algorithms in an attempt to engines is not entirely within our control. For example, search engines frequently revise their algorithms in an attempt to optimize their search result listings. In this respect, we have experienced fluctuations in our search result listings and website optimize their search result listings. In this respect, we have experienced fluctuations in our search result listings and website traffic based on changes to search engine algorithms, and future algorithm changes by Google or any other search engines could traffic based on changes to search engine algorithms, and future algorithm changes by Google or any other search engines could cause edX.org and other websites for our offerings to receive less favorable placements, which could reduce the number of cause edX.org and other websites for our offerings to receive less favorable placements, which could reduce the number of prospective students who visit these websites and impact our ability to effectively utilize search engine optimization as part of prospective students who visit these websites and impact our ability to effectively utilize search engine optimization as part of our student acquisition strategies in the long-term. Further, if our competitors’ search engine optimization efforts are more our student acquisition strategies in the long-term. Further, if our competitors’ search engine optimization efforts are more successful than ours, fewer prospective students may be directed to our websites. successful than ours, fewer prospective students may be directed to our websites. The U.S. Department of Justice brought several antitrust lawsuits against Google claiming, among other things, that The U.S. Department of Justice brought several antitrust lawsuits against Google claiming, among other things, that Google improperly uses its monopoly over internet search to impede competition and harm consumers. We cannot predict the Google improperly uses its monopoly over internet search to impede competition and harm consumers. We cannot predict the impact that these lawsuits may have on advertising costs or Google’s future operations. Any reduction in the number of impact that these lawsuits may have on advertising costs or Google’s future operations. Any reduction in the number of prospective students directed to our websites could negatively affect our ability to generate prospective students, and ultimately prospective students directed to our websites could negatively affect our ability to generate prospective students, and ultimately revenue, through our student acquisition activities. revenue, through our student acquisition activities. If our security measures or those of our third-party service providers are breached or fail, resulting in unauthorized If our security measures or those of our third-party service providers are breached or fail, resulting in unauthorized disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. Our platforms and computer systems store and transmit proprietary and confidential client, student, and company Our platforms and computer systems store and transmit proprietary and confidential client, student, and company information, which may include personal information of students, prospective students, faculty and employees, subject to information, which may include personal information of students, prospective students, faculty and employees, subject to stringent legal and regulatory obligations. As a technology company, we have faced and continue to face an increasing number stringent legal and regulatory obligations. As a technology company, we have faced and continue to face an increasing number of threats to our platforms and computer systems, including unauthorized activity and access, system viruses, worms, malicious of threats to our platforms and computer systems, including unauthorized activity and access, system viruses, worms, malicious code, denial of service attacks, phishing attacks, ransomware attacks, social engineering attacks, and organized cyberattacks, code, denial of service attacks, phishing attacks, ransomware attacks, social engineering attacks, and organized cyberattacks, any of which could breach our security, or threaten an open source platform that we do not control and create a data exfiltration any of which could breach our security, or threaten an open source platform that we do not control and create a data exfiltration condition and/or disrupt our platform and our clients’ offerings. The techniques used by computer hackers and cyber criminals condition and/or disrupt our platform and our clients’ offerings. The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems are growing in sophistication, change frequently and to obtain unauthorized access to data or to sabotage computer systems are growing in sophistication, change frequently and generally are not detected until after an incident has occurred. We have experienced, and may in the future experience, an generally are not detected until after an incident has occurred. We have experienced, and may in the future experience, an increasing number of cybersecurity threats to our platform and computer systems and to the systems of our third-party service increasing number of cybersecurity threats to our platform and computer systems and to the systems of our third-party service providers and our efforts to maintain the security and integrity of our platform, and the cybersecurity measures taken by our providers and our efforts to maintain the security and integrity of our platform, and the cybersecurity measures taken by our third-party service providers, may be unable to anticipate, detect or prevent all attempts to compromise our systems. While third-party service providers, may be unable to anticipate, detect or prevent all attempts to compromise our systems. While there can be no assurances of effectiveness, we have implemented certain safeguards and processes to thwart hackers, and all there can be no assurances of effectiveness, we have implemented certain safeguards and processes to thwart hackers, and all related activity, and protect the data in our platforms and computer systems. If our, or our third-party service providers’, related activity, and protect the data in our platforms and computer systems. If our, or our third-party service providers’, security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, it could result security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, it could result in the loss or misuse of proprietary and confidential university, student (including prospective student), employee or company in the loss or misuse of proprietary and confidential university, student (including prospective student), employee or company information, which could subject us to material liability, or materially interrupt our business, potentially over an extended information, which could subject us to material liability, or materially interrupt our business, potentially over an extended period of time. Any such event could harm our reputation, adversely affect our ability to attract new clients and students, cause period of time. Any such event could harm our reputation, adversely affect our ability to attract new clients and students, cause existing clients to scale back their offerings or elect not to renew their agreements, cause prospective students not to enroll or existing clients to scale back their offerings or elect not to renew their agreements, cause prospective students not to enroll or existing students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or existing students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or liability. Further, any reputational damage resulting from breach of our security measures could create distrust of our company liability. Further, any reputational damage resulting from breach of our security measures could create distrust of our company by prospective clients or students. In addition, our insurance coverage may not be adequate to cover losses associated with such by prospective clients or students. In addition, our insurance coverage may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all costs, expenses or losses we could incur to respond to and remediate a events, and in any case, such insurance may not cover all costs, expenses or losses we could incur to respond to and remediate a security breach. As a result, we may be required to expend significant additional resources to protect against the threat of these security breach. As a result, we may be required to expend significant additional resources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptions or breaches. disruptions and security breaches or to alleviate problems caused by such disruptions or breaches. Data protection laws in jurisdictions around the world require companies and institutions to notify impacted individuals of Data protection laws in jurisdictions around the world require companies and institutions to notify impacted individuals of certain data breach incidents, usually in writing. Under the terms of our contracts with our university clients, we would be certain data breach incidents, usually in writing. Under the terms of our contracts with our university clients, we would be responsible for the costs of investigating and disclosing data breaches to the university clients’ students, if required by law. In responsible for the costs of investigating and disclosing data breaches to the university clients’ students, if required by law. In addition to costs associated with investigating, disclosing, and remediating a data breach, we could be required to compensate addition to costs associated with investigating, disclosing, and remediating a data breach, we could be required to compensate victims by providing identity protection or monitoring services. We also could be subject to substantial monetary fines or victims by providing identity protection or monitoring services. We also could be subject to substantial monetary fines or private claims by affected parties and our reputation would likely be harmed. private claims by affected parties and our reputation would likely be harmed. The performance and reliability of our online learning platforms is critical to our operations, reputation and ability to attract The performance and reliability of our online learning platforms is critical to our operations, reputation and ability to attract new university clients, as well as our student acquisition and retention efforts. Our university clients rely on our platforms to new university clients, as well as our student acquisition and retention efforts. Our university clients rely on our platforms to provide their offerings online, and students access our platforms on a frequent basis as an important part of their educational provide their offerings online, and students access our platforms on a frequent basis as an important part of their educational experience. Because our platforms are complex and incorporates a variety of hardware and proprietary and third-party software, experience. Because our platforms are complex and incorporates a variety of hardware and proprietary and third-party software, our platforms may have errors or defects that could result in unanticipated downtime for our university clients and students. our platforms may have errors or defects that could result in unanticipated downtime for our university clients and students. Web- and mobile- based applications frequently contain undetected errors when first introduced or when new versions or Web- and mobile- based applications frequently contain undetected errors when first introduced or when new versions or enhancements are released, and we have from time to time found errors and defects in our technology and new errors and enhancements are released, and we have from time to time found errors and defects in our technology and new errors and defects may be detected in the future. In addition, we have experienced and may in the future experience temporary system defects may be detected in the future. In addition, we have experienced and may in the future experience temporary system interruptions to our platforms for a variety of reasons, including network failures, power failures, problems with third-party interruptions to our platforms for a variety of reasons, including network failures, power failures, problems with third-party firmware and software updates, as well as an overwhelming number of users trying to access our platforms. Any errors, defects, firmware and software updates, as well as an overwhelming number of users trying to access our platforms. Any errors, defects, disruptions or other performance problems with our platforms could damage our or our university clients’ reputations, decrease disruptions or other performance problems with our platforms could damage our or our university clients’ reputations, decrease student satisfaction and retention and impact our ability to attract new students and university clients. If any of these problems student satisfaction and retention and impact our ability to attract new students and university clients. If any of these problems occur, our university clients could attempt to terminate their agreements with us or make indemnification or other claims occur, our university clients could attempt to terminate their agreements with us or make indemnification or other claims against us. In addition, sustained or recurring disruptions in our platforms could adversely affect our and our university clients’ against us. In addition, sustained or recurring disruptions in our platforms could adversely affect our and our university clients’ compliance with applicable regulations and accrediting body standards. compliance with applicable regulations and accrediting body standards. We rely upon Amazon Web Services to host certain aspects of our platform and any disruption of or interference with our We rely upon Amazon Web Services to host certain aspects of our platform and any disruption of or interference with our use of Amazon Web Services could impair our ability to deliver our platform to clients and students, resulting in client and use of Amazon Web Services could impair our ability to deliver our platform to clients and students, resulting in client and student dissatisfaction, damage to our reputation, and harm to our business. student dissatisfaction, damage to our reputation, and harm to our business. Our online learning platform and certain of our other technology and services are hosted on data centers provided by Our online learning platform and certain of our other technology and services are hosted on data centers provided by Amazon Web Services, or AWS. Given this, along with the fact that we cannot easily switch our AWS operations to another Amazon Web Services, or AWS. Given this, along with the fact that we cannot easily switch our AWS operations to another cloud provider, any disruption of, or interference with our use of, AWS would impact our operations and our business would be cloud provider, any disruption of, or interference with our use of, AWS would impact our operations and our business would be adversely impacted. AWS may terminate its agreement with us upon 30 days’ notice. Additionally, AWS has the right to adversely impacted. AWS may terminate its agreement with us upon 30 days’ notice. Additionally, AWS has the right to terminate the agreement immediately with notice to us in certain scenarios, such as if AWS believes providing the services terminate the agreement immediately with notice to us in certain scenarios, such as if AWS believes providing the services could create a substantial economic or technical burden or material security risk for AWS, or in order to comply with the law or could create a substantial economic or technical burden or material security risk for AWS, or in order to comply with the law or requests of governmental entities. If any of our arrangements with AWS is terminated, we could experience interruptions in our requests of governmental entities. If any of our arrangements with AWS is terminated, we could experience interruptions in our platform as well as delays and additional expenses in arranging new facilities and services. platform as well as delays and additional expenses in arranging new facilities and services. Our operations depend, in part, on AWS’s abilities to protect their data center hosting facilities against damage or Our operations depend, in part, on AWS’s abilities to protect their data center hosting facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. The occurrence of interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. The occurrence of spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close a facility without spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform, which would result in harm to our business. In the event of a system failure, the backup systems and disaster recovery platform, which would result in harm to our business. In the event of a system failure, the backup systems and disaster recovery services provided by AWS may be insufficient or fail. Also, in the event of damage or interruption, our insurance policies may services provided by AWS may be insufficient or fail. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability or cause our clients to fail to renew or terminate their contracts, any of which could harm our business. us to liability or cause our clients to fail to renew or terminate their contracts, any of which could harm our business. Our internal information technology systems are critical to our business. System integration and implementation issues Our internal information technology systems are critical to our business. System integration and implementation issues could disrupt our operations, which could have a material adverse impact on our business or result in significant could disrupt our operations, which could have a material adverse impact on our business or result in significant deficiencies or material weaknesses in our internal controls. deficiencies or material weaknesses in our internal controls. We rely on the efficient and uninterrupted operation of complex information technology systems, including systems for We rely on the efficient and uninterrupted operation of complex information technology systems, including systems for billing, human resources, enterprise resource planning, and customer relationship management. As our business has grown in billing, human resources, enterprise resource planning, and customer relationship management. As our business has grown in size and complexity, the growth has placed, and will continue to place, significant demands on our internal information size and complexity, the growth has placed, and will continue to place, significant demands on our internal information technology systems. To effectively manage this growth, we must commit significant financial resources and personnel to technology systems. To effectively manage this growth, we must commit significant financial resources and personnel to maintain and enhance existing systems and develop or acquire new systems to keep pace with continuing changes in our maintain and enhance existing systems and develop or acquire new systems to keep pace with continuing changes in our business and information-processing technology as well as evolving industry, regulatory, and accounting standards. If the business and information-processing technology as well as evolving industry, regulatory, and accounting standards. If the information we rely upon to run our businesses is determined to be inaccurate or unreliable, or if we fail to properly maintain or information we rely upon to run our businesses is determined to be inaccurate or unreliable, or if we fail to properly maintain or enhance our internal information technology systems, we could have operational disruptions, significant deficiencies, or enhance our internal information technology systems, we could have operational disruptions, significant deficiencies, or material weaknesses in our internal controls, incur increased operating and administrative expenses, lose our ability to produce material weaknesses in our internal controls, incur increased operating and administrative expenses, lose our ability to produce timely and accurate financial reports, or suffer other adverse consequences. timely and accurate financial reports, or suffer other adverse consequences. 20 20 21 21 various internet search engines, such as Google, to direct a significant amount of traffic to our marketplace at edX.org and other various internet search engines, such as Google, to direct a significant amount of traffic to our marketplace at edX.org and other websites related to our offerings. Our ability to influence the number of visitors directed to these websites through search websites related to our offerings. Our ability to influence the number of visitors directed to these websites through search engines is not entirely within our control. For example, search engines frequently revise their algorithms in an attempt to engines is not entirely within our control. For example, search engines frequently revise their algorithms in an attempt to optimize their search result listings. In this respect, we have experienced fluctuations in our search result listings and website optimize their search result listings. In this respect, we have experienced fluctuations in our search result listings and website traffic based on changes to search engine algorithms, and future algorithm changes by Google or any other search engines could traffic based on changes to search engine algorithms, and future algorithm changes by Google or any other search engines could cause edX.org and other websites for our offerings to receive less favorable placements, which could reduce the number of cause edX.org and other websites for our offerings to receive less favorable placements, which could reduce the number of prospective students who visit these websites and impact our ability to effectively utilize search engine optimization as part of prospective students who visit these websites and impact our ability to effectively utilize search engine optimization as part of our student acquisition strategies in the long-term. Further, if our competitors’ search engine optimization efforts are more our student acquisition strategies in the long-term. Further, if our competitors’ search engine optimization efforts are more successful than ours, fewer prospective students may be directed to our websites. successful than ours, fewer prospective students may be directed to our websites. The U.S. Department of Justice brought several antitrust lawsuits against Google claiming, among other things, that The U.S. Department of Justice brought several antitrust lawsuits against Google claiming, among other things, that Google improperly uses its monopoly over internet search to impede competition and harm consumers. We cannot predict the Google improperly uses its monopoly over internet search to impede competition and harm consumers. We cannot predict the impact that these lawsuits may have on advertising costs or Google’s future operations. Any reduction in the number of impact that these lawsuits may have on advertising costs or Google’s future operations. Any reduction in the number of prospective students directed to our websites could negatively affect our ability to generate prospective students, and ultimately prospective students directed to our websites could negatively affect our ability to generate prospective students, and ultimately revenue, through our student acquisition activities. revenue, through our student acquisition activities. If our security measures or those of our third-party service providers are breached or fail, resulting in unauthorized If our security measures or those of our third-party service providers are breached or fail, resulting in unauthorized disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. disclosure of data, we could lose clients, fail to attract new clients and be exposed to protracted and costly litigation. Our platforms and computer systems store and transmit proprietary and confidential client, student, and company Our platforms and computer systems store and transmit proprietary and confidential client, student, and company information, which may include personal information of students, prospective students, faculty and employees, subject to information, which may include personal information of students, prospective students, faculty and employees, subject to stringent legal and regulatory obligations. As a technology company, we have faced and continue to face an increasing number stringent legal and regulatory obligations. As a technology company, we have faced and continue to face an increasing number of threats to our platforms and computer systems, including unauthorized activity and access, system viruses, worms, malicious of threats to our platforms and computer systems, including unauthorized activity and access, system viruses, worms, malicious code, denial of service attacks, phishing attacks, ransomware attacks, social engineering attacks, and organized cyberattacks, code, denial of service attacks, phishing attacks, ransomware attacks, social engineering attacks, and organized cyberattacks, any of which could breach our security, or threaten an open source platform that we do not control and create a data exfiltration any of which could breach our security, or threaten an open source platform that we do not control and create a data exfiltration condition and/or disrupt our platform and our clients’ offerings. The techniques used by computer hackers and cyber criminals condition and/or disrupt our platform and our clients’ offerings. The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems are growing in sophistication, change frequently and to obtain unauthorized access to data or to sabotage computer systems are growing in sophistication, change frequently and generally are not detected until after an incident has occurred. We have experienced, and may in the future experience, an generally are not detected until after an incident has occurred. We have experienced, and may in the future experience, an providers and our efforts to maintain the security and integrity of our platform, and the cybersecurity measures taken by our providers and our efforts to maintain the security and integrity of our platform, and the cybersecurity measures taken by our third-party service providers, may be unable to anticipate, detect or prevent all attempts to compromise our systems. While third-party service providers, may be unable to anticipate, detect or prevent all attempts to compromise our systems. While there can be no assurances of effectiveness, we have implemented certain safeguards and processes to thwart hackers, and all there can be no assurances of effectiveness, we have implemented certain safeguards and processes to thwart hackers, and all related activity, and protect the data in our platforms and computer systems. If our, or our third-party service providers’, related activity, and protect the data in our platforms and computer systems. If our, or our third-party service providers’, security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, it could result security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, it could result in the loss or misuse of proprietary and confidential university, student (including prospective student), employee or company in the loss or misuse of proprietary and confidential university, student (including prospective student), employee or company information, which could subject us to material liability, or materially interrupt our business, potentially over an extended information, which could subject us to material liability, or materially interrupt our business, potentially over an extended period of time. Any such event could harm our reputation, adversely affect our ability to attract new clients and students, cause period of time. Any such event could harm our reputation, adversely affect our ability to attract new clients and students, cause existing clients to scale back their offerings or elect not to renew their agreements, cause prospective students not to enroll or existing clients to scale back their offerings or elect not to renew their agreements, cause prospective students not to enroll or existing students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or existing students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or liability. Further, any reputational damage resulting from breach of our security measures could create distrust of our company liability. Further, any reputational damage resulting from breach of our security measures could create distrust of our company by prospective clients or students. In addition, our insurance coverage may not be adequate to cover losses associated with such by prospective clients or students. In addition, our insurance coverage may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all costs, expenses or losses we could incur to respond to and remediate a events, and in any case, such insurance may not cover all costs, expenses or losses we could incur to respond to and remediate a security breach. As a result, we may be required to expend significant additional resources to protect against the threat of these security breach. As a result, we may be required to expend significant additional resources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptions or breaches. disruptions and security breaches or to alleviate problems caused by such disruptions or breaches. Data protection laws in jurisdictions around the world require companies and institutions to notify impacted individuals of Data protection laws in jurisdictions around the world require companies and institutions to notify impacted individuals of certain data breach incidents, usually in writing. Under the terms of our contracts with our university clients, we would be certain data breach incidents, usually in writing. Under the terms of our contracts with our university clients, we would be responsible for the costs of investigating and disclosing data breaches to the university clients’ students, if required by law. In responsible for the costs of investigating and disclosing data breaches to the university clients’ students, if required by law. In addition to costs associated with investigating, disclosing, and remediating a data breach, we could be required to compensate addition to costs associated with investigating, disclosing, and remediating a data breach, we could be required to compensate victims by providing identity protection or monitoring services. We also could be subject to substantial monetary fines or victims by providing identity protection or monitoring services. We also could be subject to substantial monetary fines or private claims by affected parties and our reputation would likely be harmed. private claims by affected parties and our reputation would likely be harmed. If internet search engines’ methodologies are modified, our search engine optimization capability in connection with our If internet search engines’ methodologies are modified, our search engine optimization capability in connection with our student recruiting efforts could be harmed. student recruiting efforts could be harmed. Disruption to or failures of our online learning platforms could reduce university client and student satisfaction with our Disruption to or failures of our online learning platforms could reduce university client and student satisfaction with our offerings and could harm our reputation. offerings and could harm our reputation. Our search engine optimization capability in connection with our student acquisition efforts substantially depends on Our search engine optimization capability in connection with our student acquisition efforts substantially depends on The performance and reliability of our online learning platforms is critical to our operations, reputation and ability to attract The performance and reliability of our online learning platforms is critical to our operations, reputation and ability to attract new university clients, as well as our student acquisition and retention efforts. Our university clients rely on our platforms to new university clients, as well as our student acquisition and retention efforts. Our university clients rely on our platforms to provide their offerings online, and students access our platforms on a frequent basis as an important part of their educational provide their offerings online, and students access our platforms on a frequent basis as an important part of their educational experience. Because our platforms are complex and incorporates a variety of hardware and proprietary and third-party software, experience. Because our platforms are complex and incorporates a variety of hardware and proprietary and third-party software, our platforms may have errors or defects that could result in unanticipated downtime for our university clients and students. our platforms may have errors or defects that could result in unanticipated downtime for our university clients and students. Web- and mobile- based applications frequently contain undetected errors when first introduced or when new versions or Web- and mobile- based applications frequently contain undetected errors when first introduced or when new versions or enhancements are released, and we have from time to time found errors and defects in our technology and new errors and enhancements are released, and we have from time to time found errors and defects in our technology and new errors and defects may be detected in the future. In addition, we have experienced and may in the future experience temporary system defects may be detected in the future. In addition, we have experienced and may in the future experience temporary system interruptions to our platforms for a variety of reasons, including network failures, power failures, problems with third-party interruptions to our platforms for a variety of reasons, including network failures, power failures, problems with third-party firmware and software updates, as well as an overwhelming number of users trying to access our platforms. Any errors, defects, firmware and software updates, as well as an overwhelming number of users trying to access our platforms. Any errors, defects, disruptions or other performance problems with our platforms could damage our or our university clients’ reputations, decrease disruptions or other performance problems with our platforms could damage our or our university clients’ reputations, decrease student satisfaction and retention and impact our ability to attract new students and university clients. If any of these problems student satisfaction and retention and impact our ability to attract new students and university clients. If any of these problems occur, our university clients could attempt to terminate their agreements with us or make indemnification or other claims occur, our university clients could attempt to terminate their agreements with us or make indemnification or other claims against us. In addition, sustained or recurring disruptions in our platforms could adversely affect our and our university clients’ against us. In addition, sustained or recurring disruptions in our platforms could adversely affect our and our university clients’ compliance with applicable regulations and accrediting body standards. compliance with applicable regulations and accrediting body standards. We rely upon Amazon Web Services to host certain aspects of our platform and any disruption of or interference with our We rely upon Amazon Web Services to host certain aspects of our platform and any disruption of or interference with our use of Amazon Web Services could impair our ability to deliver our platform to clients and students, resulting in client and use of Amazon Web Services could impair our ability to deliver our platform to clients and students, resulting in client and student dissatisfaction, damage to our reputation, and harm to our business. student dissatisfaction, damage to our reputation, and harm to our business. Our online learning platform and certain of our other technology and services are hosted on data centers provided by Our online learning platform and certain of our other technology and services are hosted on data centers provided by Amazon Web Services, or AWS. Given this, along with the fact that we cannot easily switch our AWS operations to another Amazon Web Services, or AWS. Given this, along with the fact that we cannot easily switch our AWS operations to another cloud provider, any disruption of, or interference with our use of, AWS would impact our operations and our business would be cloud provider, any disruption of, or interference with our use of, AWS would impact our operations and our business would be adversely impacted. AWS may terminate its agreement with us upon 30 days’ notice. Additionally, AWS has the right to adversely impacted. AWS may terminate its agreement with us upon 30 days’ notice. Additionally, AWS has the right to terminate the agreement immediately with notice to us in certain scenarios, such as if AWS believes providing the services terminate the agreement immediately with notice to us in certain scenarios, such as if AWS believes providing the services could create a substantial economic or technical burden or material security risk for AWS, or in order to comply with the law or could create a substantial economic or technical burden or material security risk for AWS, or in order to comply with the law or requests of governmental entities. If any of our arrangements with AWS is terminated, we could experience interruptions in our requests of governmental entities. If any of our arrangements with AWS is terminated, we could experience interruptions in our platform as well as delays and additional expenses in arranging new facilities and services. platform as well as delays and additional expenses in arranging new facilities and services. increasing number of cybersecurity threats to our platform and computer systems and to the systems of our third-party service increasing number of cybersecurity threats to our platform and computer systems and to the systems of our third-party service Our operations depend, in part, on AWS’s abilities to protect their data center hosting facilities against damage or Our operations depend, in part, on AWS’s abilities to protect their data center hosting facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. The occurrence of interruption from natural disasters, power or telecommunications failures, criminal acts and similar events. The occurrence of spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close a facility without spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close a facility without adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our adequate notice, or other unanticipated problems at a facility could result in lengthy interruptions in the availability of our platform, which would result in harm to our business. In the event of a system failure, the backup systems and disaster recovery platform, which would result in harm to our business. In the event of a system failure, the backup systems and disaster recovery services provided by AWS may be insufficient or fail. Also, in the event of damage or interruption, our insurance policies may services provided by AWS may be insufficient or fail. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability or cause our clients to fail to renew or terminate their contracts, any of which could harm our business. us to liability or cause our clients to fail to renew or terminate their contracts, any of which could harm our business. Our internal information technology systems are critical to our business. System integration and implementation issues Our internal information technology systems are critical to our business. System integration and implementation issues could disrupt our operations, which could have a material adverse impact on our business or result in significant could disrupt our operations, which could have a material adverse impact on our business or result in significant deficiencies or material weaknesses in our internal controls. deficiencies or material weaknesses in our internal controls. We rely on the efficient and uninterrupted operation of complex information technology systems, including systems for We rely on the efficient and uninterrupted operation of complex information technology systems, including systems for billing, human resources, enterprise resource planning, and customer relationship management. As our business has grown in billing, human resources, enterprise resource planning, and customer relationship management. As our business has grown in size and complexity, the growth has placed, and will continue to place, significant demands on our internal information size and complexity, the growth has placed, and will continue to place, significant demands on our internal information technology systems. To effectively manage this growth, we must commit significant financial resources and personnel to technology systems. To effectively manage this growth, we must commit significant financial resources and personnel to maintain and enhance existing systems and develop or acquire new systems to keep pace with continuing changes in our maintain and enhance existing systems and develop or acquire new systems to keep pace with continuing changes in our business and information-processing technology as well as evolving industry, regulatory, and accounting standards. If the business and information-processing technology as well as evolving industry, regulatory, and accounting standards. If the information we rely upon to run our businesses is determined to be inaccurate or unreliable, or if we fail to properly maintain or information we rely upon to run our businesses is determined to be inaccurate or unreliable, or if we fail to properly maintain or enhance our internal information technology systems, we could have operational disruptions, significant deficiencies, or enhance our internal information technology systems, we could have operational disruptions, significant deficiencies, or material weaknesses in our internal controls, incur increased operating and administrative expenses, lose our ability to produce material weaknesses in our internal controls, incur increased operating and administrative expenses, lose our ability to produce timely and accurate financial reports, or suffer other adverse consequences. timely and accurate financial reports, or suffer other adverse consequences. 20 20 21 21 If the mobile solutions available to our students and clients are not effective, the use of our platform could decline. If the mobile solutions available to our students and clients are not effective, the use of our platform could decline. Students have been increasingly accessing our offerings and marketplace on mobile devices through our mobile Students have been increasingly accessing our offerings and marketplace on mobile devices through our mobile applications in recent years. The smaller screen size and reduced functionality associated with some mobile devices may make applications in recent years. The smaller screen size and reduced functionality associated with some mobile devices may make the use of our platform more difficult or our clients may believe that online learning through such mobile devices is not the use of our platform more difficult or our clients may believe that online learning through such mobile devices is not effective. If we are not able to provide our clients with the functionality to deliver a rewarding experience on mobile devices, effective. If we are not able to provide our clients with the functionality to deliver a rewarding experience on mobile devices, our ability to attract students to our offerings may be harmed and, consequently, our business may suffer. our ability to attract students to our offerings may be harmed and, consequently, our business may suffer. As new mobile devices and mobile features are released, we may encounter problems in developing or supporting apps for As new mobile devices and mobile features are released, we may encounter problems in developing or supporting apps for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources. them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources. The success of our mobile apps could also be harmed by factors outside our control, such as: The success of our mobile apps could also be harmed by factors outside our control, such as: actions taken by mobile app distributors; actions taken by mobile app distributors; unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement of our mobile apps in a mobile app download store; of our mobile apps in a mobile app download store; increased costs in the distribution and use of our mobile apps; or increased costs in the distribution and use of our mobile apps; or changes in mobile operating systems, such as iOS and Android, that degrade functionality of our mobile website or changes in mobile operating systems, such as iOS and Android, that degrade functionality of our mobile website or mobile apps or that give preferential treatment to competitive offerings. mobile apps or that give preferential treatment to competitive offerings. • • • • • • • • If our clients or students encounter difficulty accessing or using, or if they choose not to use, our mobile platform, our If our clients or students encounter difficulty accessing or using, or if they choose not to use, our mobile platform, our growth prospects and our business may be adversely affected. growth prospects and our business may be adversely affected. If we fail to manage our growth or changes to our business operations effectively, we may be unable to execute our business If we fail to manage our growth or changes to our business operations effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. plan, maintain high levels of service or address competitive challenges adequately. We have experienced rapid growth and changes to our business operations in a relatively short period of time, which has We have experienced rapid growth and changes to our business operations in a relatively short period of time, which has placed, and will continue to place, a significant strain on our administrative and operational infrastructure and may require us to placed, and will continue to place, a significant strain on our administrative and operational infrastructure and may require us to expand personnel on certain teams, as well as our facilities and infrastructure. We will also be required to refine our operational, expand personnel on certain teams, as well as our facilities and infrastructure. We will also be required to refine our operational, financial and management controls and reporting systems and procedures. If we fail to manage our growth or changes in our financial and management controls and reporting systems and procedures. If we fail to manage our growth or changes in our business operations efficiently, our costs and expenses may increase more than we plan and we may not successfully expand business operations efficiently, our costs and expenses may increase more than we plan and we may not successfully expand our university client base, enhance our platform, develop new offerings with new and existing university clients, attract a our university client base, enhance our platform, develop new offerings with new and existing university clients, attract a sufficient number of students in a cost-effective manner, satisfy the requirements of our existing university clients, respond to sufficient number of students in a cost-effective manner, satisfy the requirements of our existing university clients, respond to competitive challenges or otherwise execute our business plan. competitive challenges or otherwise execute our business plan. Our ability to manage any growth or changes in our business operations effectively will depend on a number of factors, Our ability to manage any growth or changes in our business operations effectively will depend on a number of factors, including our ability to: including our ability to: • • effectively recruit, integrate, train and motivate any new employees, while retaining existing employees; effectively recruit, integrate, train and motivate any new employees, while retaining existing employees; • maintain the beneficial aspects of our corporate culture and effectively execute our business plan; • maintain the beneficial aspects of our corporate culture and effectively execute our business plan; • • • • implement systems enhancements and continue to improve our operational, financial and management controls; implement systems enhancements and continue to improve our operational, financial and management controls; protect and further develop our strategic assets, including our intellectual property rights; and protect and further develop our strategic assets, including our intellectual property rights; and • make sound business decisions in light of the scrutiny associated with operating as a public company. • make sound business decisions in light of the scrutiny associated with operating as a public company. These activities will require significant capital expenditures and place significant demands on our management and our These activities will require significant capital expenditures and place significant demands on our management and our operational and financial infrastructure. operational and financial infrastructure. We may not be able to effectively manage any future growth in a cost-effective or timely manner, or at all, which could We may not be able to effectively manage any future growth in a cost-effective or timely manner, or at all, which could assets, which must be assessed for impairment at least annually. If our acquisitions do not ultimately yield expected returns, we assets, which must be assessed for impairment at least annually. If our acquisitions do not ultimately yield expected returns, we negatively affect the quality of our platform, our reputation, results of operations and overall business. negatively affect the quality of our platform, our reputation, results of operations and overall business. We may expand by acquiring or investing in other companies or technologies, which may divert our management’s We may expand by acquiring or investing in other companies or technologies, which may divert our management’s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business. attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business. We have in the past acquired and may in the future acquire complementary products, services, technologies or businesses. We have in the past acquired and may in the future acquire complementary products, services, technologies or businesses. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions may be subject to conditions or approvals that are beyond our control. In addition, we may not be able to identify desirable may be subject to conditions or approvals that are beyond our control. In addition, we may not be able to identify desirable 22 22 23 23 acquisition targets, may incorrectly estimate the value of an acquisition target or may not be successful in entering into an acquisition targets, may incorrectly estimate the value of an acquisition target or may not be successful in entering into an agreement with any particular target. Consequently, these transactions, even if undertaken and announced, may not close. agreement with any particular target. Consequently, these transactions, even if undertaken and announced, may not close. An acquisition, investment, or new business relationship may result in unforeseen operating difficulties, expenditures and An acquisition, investment, or new business relationship may result in unforeseen operating difficulties, expenditures and integration challenges including the following: integration challenges including the following: • • diversion of management’s attention from ongoing business concerns and performance; diversion of management’s attention from ongoing business concerns and performance; • managing a larger combined company; • managing a larger combined company; • maintaining employee morale and retaining key management and other employees; • maintaining employee morale and retaining key management and other employees; retaining existing business and operational relationships and attracting new business and operational relationships; retaining existing business and operational relationships and attracting new business and operational relationships; consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in standards, controls, procedures and policies; standards, controls, procedures and policies; coordinating geographically separate organizations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; unanticipated issues in integrating information technology, communications and other systems; undetected errors or unauthorized use of a third party’s code in the products of the acquired companies or in the undetected errors or unauthorized use of a third party’s code in the products of the acquired companies or in the technology acquired; technology acquired; acquisition; acquisition; breaches of our cybersecurity measures if there are cybersecurity issues we are not aware of at the time of the breaches of our cybersecurity measures if there are cybersecurity issues we are not aware of at the time of the entry into highly competitive markets in which we have no or limited direct prior experience and where competitors entry into highly competitive markets in which we have no or limited direct prior experience and where competitors have stronger market positions; and have stronger market positions; and exposure to unknown liabilities, including claims and disputes by third parties against the companies we acquire. exposure to unknown liabilities, including claims and disputes by third parties against the companies we acquire. Many of these factors will be outside of the combined company’s control and any one of them could result in delays, Many of these factors will be outside of the combined company’s control and any one of them could result in delays, increased costs, decreased revenue and diversion of management’s time and energy, which could materially affect our financial increased costs, decreased revenue and diversion of management’s time and energy, which could materially affect our financial position, results of operations and cash flows. position, results of operations and cash flows. If we experience difficulties with the integration process following an acquisition, the anticipated benefits of the acquisition If we experience difficulties with the integration process following an acquisition, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than expected. Moreover, the anticipated benefits of any may not be realized fully or at all, or may take longer to realize than expected. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized. acquisition, investment, or business relationship may not be realized. In addition, in connection with an acquisition, investment or new business relationship we may: In addition, in connection with an acquisition, investment or new business relationship we may: issue additional equity securities that would dilute current shareholders; issue additional equity securities that would dilute current shareholders; use cash that we may need in the future to operate our business; use cash that we may need in the future to operate our business; incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations; operations; incur large charges or substantial liabilities; or incur large charges or substantial liabilities; or become subject to adverse tax consequences. become subject to adverse tax consequences. • • • • • • • • • • • • • • • • • • • • • • • • • • Any of these outcomes could harm our business and operating results. In addition, a significant portion of the purchase Any of these outcomes could harm our business and operating results. In addition, a significant portion of the purchase price of companies we have acquired and may acquire in the future may be allocated to goodwill and indefinite-lived intangible price of companies we have acquired and may acquire in the future may be allocated to goodwill and indefinite-lived intangible may be required to make changes to our operating results based on our impairment assessment process. For example, during the may be required to make changes to our operating results based on our impairment assessment process. For example, during the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively. As of December charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively. As of December 31, 2022, our goodwill balance was $734.6 million and indefinite-lived intangible asset balance was $195.7 million, a 31, 2022, our goodwill balance was $734.6 million and indefinite-lived intangible asset balance was $195.7 million, a significant portion of which relate to the acquisition of edX completed in November 2021 (the “edX Acquisition”). significant portion of which relate to the acquisition of edX completed in November 2021 (the “edX Acquisition”). If the mobile solutions available to our students and clients are not effective, the use of our platform could decline. If the mobile solutions available to our students and clients are not effective, the use of our platform could decline. Students have been increasingly accessing our offerings and marketplace on mobile devices through our mobile Students have been increasingly accessing our offerings and marketplace on mobile devices through our mobile acquisition targets, may incorrectly estimate the value of an acquisition target or may not be successful in entering into an acquisition targets, may incorrectly estimate the value of an acquisition target or may not be successful in entering into an agreement with any particular target. Consequently, these transactions, even if undertaken and announced, may not close. agreement with any particular target. Consequently, these transactions, even if undertaken and announced, may not close. applications in recent years. The smaller screen size and reduced functionality associated with some mobile devices may make applications in recent years. The smaller screen size and reduced functionality associated with some mobile devices may make An acquisition, investment, or new business relationship may result in unforeseen operating difficulties, expenditures and An acquisition, investment, or new business relationship may result in unforeseen operating difficulties, expenditures and the use of our platform more difficult or our clients may believe that online learning through such mobile devices is not the use of our platform more difficult or our clients may believe that online learning through such mobile devices is not integration challenges including the following: integration challenges including the following: effective. If we are not able to provide our clients with the functionality to deliver a rewarding experience on mobile devices, effective. If we are not able to provide our clients with the functionality to deliver a rewarding experience on mobile devices, our ability to attract students to our offerings may be harmed and, consequently, our business may suffer. our ability to attract students to our offerings may be harmed and, consequently, our business may suffer. As new mobile devices and mobile features are released, we may encounter problems in developing or supporting apps for As new mobile devices and mobile features are released, we may encounter problems in developing or supporting apps for them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources. them. In addition, supporting new devices and mobile device operating systems may require substantial time and resources. The success of our mobile apps could also be harmed by factors outside our control, such as: The success of our mobile apps could also be harmed by factors outside our control, such as: actions taken by mobile app distributors; actions taken by mobile app distributors; • • • • • • • • • • • • • • unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement of our mobile apps in a mobile app download store; of our mobile apps in a mobile app download store; increased costs in the distribution and use of our mobile apps; or increased costs in the distribution and use of our mobile apps; or changes in mobile operating systems, such as iOS and Android, that degrade functionality of our mobile website or changes in mobile operating systems, such as iOS and Android, that degrade functionality of our mobile website or mobile apps or that give preferential treatment to competitive offerings. mobile apps or that give preferential treatment to competitive offerings. If our clients or students encounter difficulty accessing or using, or if they choose not to use, our mobile platform, our If our clients or students encounter difficulty accessing or using, or if they choose not to use, our mobile platform, our growth prospects and our business may be adversely affected. growth prospects and our business may be adversely affected. If we fail to manage our growth or changes to our business operations effectively, we may be unable to execute our business If we fail to manage our growth or changes to our business operations effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately. plan, maintain high levels of service or address competitive challenges adequately. We have experienced rapid growth and changes to our business operations in a relatively short period of time, which has We have experienced rapid growth and changes to our business operations in a relatively short period of time, which has placed, and will continue to place, a significant strain on our administrative and operational infrastructure and may require us to placed, and will continue to place, a significant strain on our administrative and operational infrastructure and may require us to expand personnel on certain teams, as well as our facilities and infrastructure. We will also be required to refine our operational, expand personnel on certain teams, as well as our facilities and infrastructure. We will also be required to refine our operational, financial and management controls and reporting systems and procedures. If we fail to manage our growth or changes in our financial and management controls and reporting systems and procedures. If we fail to manage our growth or changes in our business operations efficiently, our costs and expenses may increase more than we plan and we may not successfully expand business operations efficiently, our costs and expenses may increase more than we plan and we may not successfully expand our university client base, enhance our platform, develop new offerings with new and existing university clients, attract a our university client base, enhance our platform, develop new offerings with new and existing university clients, attract a sufficient number of students in a cost-effective manner, satisfy the requirements of our existing university clients, respond to sufficient number of students in a cost-effective manner, satisfy the requirements of our existing university clients, respond to competitive challenges or otherwise execute our business plan. competitive challenges or otherwise execute our business plan. Our ability to manage any growth or changes in our business operations effectively will depend on a number of factors, Our ability to manage any growth or changes in our business operations effectively will depend on a number of factors, including our ability to: including our ability to: effectively recruit, integrate, train and motivate any new employees, while retaining existing employees; effectively recruit, integrate, train and motivate any new employees, while retaining existing employees; • maintain the beneficial aspects of our corporate culture and effectively execute our business plan; • maintain the beneficial aspects of our corporate culture and effectively execute our business plan; implement systems enhancements and continue to improve our operational, financial and management controls; implement systems enhancements and continue to improve our operational, financial and management controls; protect and further develop our strategic assets, including our intellectual property rights; and protect and further develop our strategic assets, including our intellectual property rights; and • make sound business decisions in light of the scrutiny associated with operating as a public company. • make sound business decisions in light of the scrutiny associated with operating as a public company. These activities will require significant capital expenditures and place significant demands on our management and our These activities will require significant capital expenditures and place significant demands on our management and our operational and financial infrastructure. operational and financial infrastructure. We may not be able to effectively manage any future growth in a cost-effective or timely manner, or at all, which could We may not be able to effectively manage any future growth in a cost-effective or timely manner, or at all, which could negatively affect the quality of our platform, our reputation, results of operations and overall business. negatively affect the quality of our platform, our reputation, results of operations and overall business. We may expand by acquiring or investing in other companies or technologies, which may divert our management’s We may expand by acquiring or investing in other companies or technologies, which may divert our management’s attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business. attention, result in dilution to our shareholders and consume resources that are necessary to sustain our business. We have in the past acquired and may in the future acquire complementary products, services, technologies or businesses. We have in the past acquired and may in the future acquire complementary products, services, technologies or businesses. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to complete these transactions may be subject to conditions or approvals that are beyond our control. In addition, we may not be able to identify desirable may be subject to conditions or approvals that are beyond our control. In addition, we may not be able to identify desirable • • diversion of management’s attention from ongoing business concerns and performance; diversion of management’s attention from ongoing business concerns and performance; • managing a larger combined company; • managing a larger combined company; • maintaining employee morale and retaining key management and other employees; • maintaining employee morale and retaining key management and other employees; • • • • • • • • • • • • • • • • retaining existing business and operational relationships and attracting new business and operational relationships; retaining existing business and operational relationships and attracting new business and operational relationships; consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in standards, controls, procedures and policies; standards, controls, procedures and policies; coordinating geographically separate organizations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; unanticipated issues in integrating information technology, communications and other systems; undetected errors or unauthorized use of a third party’s code in the products of the acquired companies or in the undetected errors or unauthorized use of a third party’s code in the products of the acquired companies or in the technology acquired; technology acquired; breaches of our cybersecurity measures if there are cybersecurity issues we are not aware of at the time of the breaches of our cybersecurity measures if there are cybersecurity issues we are not aware of at the time of the acquisition; acquisition; entry into highly competitive markets in which we have no or limited direct prior experience and where competitors entry into highly competitive markets in which we have no or limited direct prior experience and where competitors have stronger market positions; and have stronger market positions; and exposure to unknown liabilities, including claims and disputes by third parties against the companies we acquire. exposure to unknown liabilities, including claims and disputes by third parties against the companies we acquire. Many of these factors will be outside of the combined company’s control and any one of them could result in delays, Many of these factors will be outside of the combined company’s control and any one of them could result in delays, increased costs, decreased revenue and diversion of management’s time and energy, which could materially affect our financial increased costs, decreased revenue and diversion of management’s time and energy, which could materially affect our financial position, results of operations and cash flows. position, results of operations and cash flows. If we experience difficulties with the integration process following an acquisition, the anticipated benefits of the acquisition If we experience difficulties with the integration process following an acquisition, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than expected. Moreover, the anticipated benefits of any may not be realized fully or at all, or may take longer to realize than expected. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized. acquisition, investment, or business relationship may not be realized. In addition, in connection with an acquisition, investment or new business relationship we may: In addition, in connection with an acquisition, investment or new business relationship we may: • • • • • • • • • • issue additional equity securities that would dilute current shareholders; issue additional equity securities that would dilute current shareholders; use cash that we may need in the future to operate our business; use cash that we may need in the future to operate our business; incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our incur debt on terms unfavorable to us or that we are unable to repay or that may place burdensome restrictions on our operations; operations; incur large charges or substantial liabilities; or incur large charges or substantial liabilities; or become subject to adverse tax consequences. become subject to adverse tax consequences. Any of these outcomes could harm our business and operating results. In addition, a significant portion of the purchase Any of these outcomes could harm our business and operating results. In addition, a significant portion of the purchase price of companies we have acquired and may acquire in the future may be allocated to goodwill and indefinite-lived intangible price of companies we have acquired and may acquire in the future may be allocated to goodwill and indefinite-lived intangible assets, which must be assessed for impairment at least annually. If our acquisitions do not ultimately yield expected returns, we assets, which must be assessed for impairment at least annually. If our acquisitions do not ultimately yield expected returns, we may be required to make changes to our operating results based on our impairment assessment process. For example, during the may be required to make changes to our operating results based on our impairment assessment process. For example, during the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment indefinite-lived intangible asset, respectively. During the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively. As of December charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively. As of December 31, 2022, our goodwill balance was $734.6 million and indefinite-lived intangible asset balance was $195.7 million, a 31, 2022, our goodwill balance was $734.6 million and indefinite-lived intangible asset balance was $195.7 million, a significant portion of which relate to the acquisition of edX completed in November 2021 (the “edX Acquisition”). significant portion of which relate to the acquisition of edX completed in November 2021 (the “edX Acquisition”). 22 22 23 23 We face competition from established and emerging companies, which could divert clients or students to our competitors, We face competition from established and emerging companies, which could divert clients or students to our competitors, result in pricing pressure and significantly reduce our revenue. result in pricing pressure and significantly reduce our revenue. We expect that the online learning market will continue to expand and that the number of degree and non-degree offerings We expect that the online learning market will continue to expand and that the number of degree and non-degree offerings available online will proliferate. available online will proliferate. In the Degree Program Segment, the number of new competitive entrants into the online learning market has expanded In the Degree Program Segment, the number of new competitive entrants into the online learning market has expanded rapidly in recent years. As the number of online degree programs expands, we face increasing competition to enroll students in rapidly in recent years. As the number of online degree programs expands, we face increasing competition to enroll students in our offerings. This expansion has also resulted in an increase in the number of regional online degree program offerings for our offerings. This expansion has also resulted in an increase in the number of regional online degree program offerings for potential students. In addition to making enrollment decisions based on factors such as program quality and university brand potential students. In addition to making enrollment decisions based on factors such as program quality and university brand strength, we have observed potential students giving preference to universities located in their region, which has further strength, we have observed potential students giving preference to universities located in their region, which has further impacted the competitive landscape in our Degree Program Segment. impacted the competitive landscape in our Degree Program Segment. In our Alternative Credential Segment, which has a lower barrier to entry, we face increasing competition from other In our Alternative Credential Segment, which has a lower barrier to entry, we face increasing competition from other providers of massive open online courses, which directly compete with our open course offerings, but have also expanded their providers of massive open online courses, which directly compete with our open course offerings, but have also expanded their offerings to include certificate offerings, nano-degrees and similar non-degree alternatives. We also face competition from offerings to include certificate offerings, nano-degrees and similar non-degree alternatives. We also face competition from companies that provide corporate training programs and online courses taught outside the university environment (e.g., by companies that provide corporate training programs and online courses taught outside the university environment (e.g., by experts in various fields). experts in various fields). We expect existing competitors and new entrants to the online learning market to revise and improve their business models We expect existing competitors and new entrants to the online learning market to revise and improve their business models constantly in response to challenges from competing businesses, including ours. If these or other market participants introduce constantly in response to challenges from competing businesses, including ours. If these or other market participants introduce new or improved delivery of online education and technology-enabled services that we cannot match or exceed in a timely or new or improved delivery of online education and technology-enabled services that we cannot match or exceed in a timely or cost-effective manner, our ability to grow our revenue and achieve profitability could be compromised. cost-effective manner, our ability to grow our revenue and achieve profitability could be compromised. Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition may result in pricing pressure for us in terms of the percentage of tuition and fees we are able to negotiate to receive. The may result in pricing pressure for us in terms of the percentage of tuition and fees we are able to negotiate to receive. The competitive landscape may also result in longer and more complex sales cycles with a prospective university client or a competitive landscape may also result in longer and more complex sales cycles with a prospective university client or a decrease in our market share among select nonprofit colleges and universities seeking to offer online educational offerings, any decrease in our market share among select nonprofit colleges and universities seeking to offer online educational offerings, any of which could negatively affect our revenue and future operating results and our ability to grow our business. of which could negatively affect our revenue and future operating results and our ability to grow our business. A number of competitive factors could cause us to lose potential client and student opportunities or force us to offer our A number of competitive factors could cause us to lose potential client and student opportunities or force us to offer our platform on less favorable economic terms, including: platform on less favorable economic terms, including: • • • • • • • • competitors may develop service offerings that our potential clients or students find to be more compelling than ours; competitors may develop service offerings that our potential clients or students find to be more compelling than ours; competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in client and student requirements, and devote greater resources to the acquisition of new technologies and changes in client and student requirements, and devote greater resources to the acquisition of students than we can; students than we can; current and potential competitors may establish cooperative relationships among themselves or with third parties to current and potential competitors may establish cooperative relationships among themselves or with third parties to enhance their products and expand their markets, and our industry is likely to see an increasing number of new entrants enhance their products and expand their markets, and our industry is likely to see an increasing number of new entrants and increased consolidation. Accordingly, new competitors or alliances among competitors may emerge and rapidly and increased consolidation. Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share; and acquire significant market share; and colleges and universities may choose to continue using or to develop their own online learning solutions in-house, colleges and universities may choose to continue using or to develop their own online learning solutions in-house, rather than pay for our platform. rather than pay for our platform. We may not be able to compete successfully against current and future competitors. In addition, competition may intensify We may not be able to compete successfully against current and future competitors. In addition, competition may intensify as our competitors raise additional capital and as established companies in other market segments or geographic markets expand as our competitors raise additional capital and as established companies in other market segments or geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow into our market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow our business and achieve profitability could be impaired. our business and achieve profitability could be impaired. If we are not able to maintain and enhance our brand, our reputation and business may suffer. If we are not able to maintain and enhance our brand, our reputation and business may suffer. to grow our business. to grow our business. our business objectives. our business objectives. We believe that maintaining and enhancing our reputation and brand recognition is important to attract and retain students We believe that maintaining and enhancing our reputation and brand recognition is important to attract and retain students senior management team is heavily involved in the university client identification and sales process, and their expertise is senior management team is heavily involved in the university client identification and sales process, and their expertise is and clients, and that the importance of our reputation and brand recognition will continue to increase as competition in the and clients, and that the importance of our reputation and brand recognition will continue to increase as competition in the markets in which we operate continues to develop. Our success in this arena will depend on a range of factors, both within and markets in which we operate continues to develop. Our success in this arena will depend on a range of factors, both within and beyond our control. The following factors, many of which are beyond our control, may affect our reputation and brand beyond our control. The following factors, many of which are beyond our control, may affect our reputation and brand recognition: recognition: critical in navigating the complex approval processes of large nonprofit colleges and universities. We do not maintain key- critical in navigating the complex approval processes of large nonprofit colleges and universities. We do not maintain key- person insurance on any of our employees, including our senior management team. The loss of the services of any individual on person insurance on any of our employees, including our senior management team. The loss of the services of any individual on our senior management team, or failure to find a suitable successor, could make it more difficult to successfully operate our our senior management team, or failure to find a suitable successor, could make it more difficult to successfully operate our business and achieve our business goals. business and achieve our business goals. • • • • our ability to market our platform effectively and efficiently; our ability to market our platform effectively and efficiently; our ability to maintain a useful, innovative, and reliable platform; our ability to maintain a useful, innovative, and reliable platform; Our future success also depends heavily on the retention of our marketing and sales, technology and content development Our future success also depends heavily on the retention of our marketing and sales, technology and content development and support teams to continue to attract and retain students, thereby generating revenue for us. In particular, our highly-skilled and support teams to continue to attract and retain students, thereby generating revenue for us. In particular, our highly-skilled technology and content development employees provide the technical expertise underlying our technology and technology- technology and content development employees provide the technical expertise underlying our technology and technology- 24 24 25 25 • • • • • • • • • • • • • • • • • • our ability to maintain a high satisfaction among students and partners; our ability to maintain a high satisfaction among students and partners; our ability to provide high quality, valuable content for our platform; our ability to provide high quality, valuable content for our platform; our ability to successfully differentiate our platform from competing offerings; our ability to successfully differentiate our platform from competing offerings; our ability to maintain a consistently high level of customer service; our ability to maintain a consistently high level of customer service; our ability to prevent any actual or perceived data security breach or incident or data loss, or misuse or perceived our ability to prevent any actual or perceived data security breach or incident or data loss, or misuse or perceived positive or negative publicity, including with respect to events or activities attributed to us, our employees or our positive or negative publicity, including with respect to events or activities attributed to us, our employees or our misuse of our platform; misuse of our platform; the actions of competitors or other third parties; the actions of competitors or other third parties; clients; clients; interruptions, delays, or attacks on our platform; and interruptions, delays, or attacks on our platform; and litigation or legal developments. litigation or legal developments. Damage to our reputation and brand, from the factors listed above or otherwise, may reduce demand for our platform and Damage to our reputation and brand, from the factors listed above or otherwise, may reduce demand for our platform and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rehabilitate our have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rehabilitate our reputation and brand recognition may be costly and time-consuming, and there can be no assurance that any such efforts will reputation and brand recognition may be costly and time-consuming, and there can be no assurance that any such efforts will ultimately be successful. ultimately be successful. If for-profit postsecondary institutions, which offer online education alternatives different from ours, or online program If for-profit postsecondary institutions, which offer online education alternatives different from ours, or online program management providers perform poorly or continue to attract negative publicity, it could tarnish our reputation or the management providers perform poorly or continue to attract negative publicity, it could tarnish our reputation or the reputation of online education as a whole, which could impair our ability to grow our business. reputation of online education as a whole, which could impair our ability to grow our business. For-profit postsecondary institutions, many of which provide course offerings predominantly online, remain under intense For-profit postsecondary institutions, many of which provide course offerings predominantly online, remain under intense regulatory and other scrutiny, which has led to media attention that has portrayed that sector in an unflattering light. Some for- regulatory and other scrutiny, which has led to media attention that has portrayed that sector in an unflattering light. Some for- profit online school operators have been subject to governmental investigations alleging the misuse of public funds, financial profit online school operators have been subject to governmental investigations alleging the misuse of public funds, financial irregularities, exaggerated promises to students, and failure to achieve positive outcomes for students, including the inability to irregularities, exaggerated promises to students, and failure to achieve positive outcomes for students, including the inability to obtain employment in their fields. These allegations have attracted significant adverse media coverage and have prompted obtain employment in their fields. These allegations have attracted significant adverse media coverage and have prompted ongoing legislative hearings and actions as well as regulatory responses at both the state and federal level. These investigations ongoing legislative hearings and actions as well as regulatory responses at both the state and federal level. These investigations have focused on specific companies and individuals, and the entire industry in the case of marketing and recruiting practices by have focused on specific companies and individuals, and the entire industry in the case of marketing and recruiting practices by for-profit higher education companies. Even though we do not market our platform to for-profit institutions, and have a for-profit higher education companies. Even though we do not market our platform to for-profit institutions, and have a different business model from them, this negative media attention has nevertheless fostered skepticism about online program different business model from them, this negative media attention has nevertheless fostered skepticism about online program management companies, online higher education generally and our company specifically. Allegations of abuse of federal management companies, online higher education generally and our company specifically. Allegations of abuse of federal financial aid funds and other statutory violations against higher education companies, even if unfounded, could negatively financial aid funds and other statutory violations against higher education companies, even if unfounded, could negatively impact our opportunity to succeed due to increased regulation or decreased demand for our offerings. Our company has been impact our opportunity to succeed due to increased regulation or decreased demand for our offerings. Our company has been the subject of articles and inquiries by critics of for-profit education models generally, and such critics continue to advocate for the subject of articles and inquiries by critics of for-profit education models generally, and such critics continue to advocate for changes in law and regulation at the state and federal level that would be adverse to our business model and have sought changes in law and regulation at the state and federal level that would be adverse to our business model and have sought information and increased oversight regarding the business practices of online program management companies. For example, information and increased oversight regarding the business practices of online program management companies. For example, such critics have sometimes compared our business to that of entities that were formally for-profit institutions and that such critics have sometimes compared our business to that of entities that were formally for-profit institutions and that subsequently converted to non-profit status, and the conflation of these newer business models with our own likely increased subsequently converted to non-profit status, and the conflation of these newer business models with our own likely increased scrutiny of our business by Congress, DOE or other regulatory agencies. Any of these factors could negatively impact our scrutiny of our business by Congress, DOE or other regulatory agencies. Any of these factors could negatively impact our ability to increase our university client base and grow our offerings and our revenue, which would make it difficult to continue ability to increase our university client base and grow our offerings and our revenue, which would make it difficult to continue If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve Our future success is substantially dependent on the continued service of our senior management team. In this respect, our Our future success is substantially dependent on the continued service of our senior management team. In this respect, our We face competition from established and emerging companies, which could divert clients or students to our competitors, We face competition from established and emerging companies, which could divert clients or students to our competitors, result in pricing pressure and significantly reduce our revenue. result in pricing pressure and significantly reduce our revenue. We expect that the online learning market will continue to expand and that the number of degree and non-degree offerings We expect that the online learning market will continue to expand and that the number of degree and non-degree offerings available online will proliferate. available online will proliferate. In the Degree Program Segment, the number of new competitive entrants into the online learning market has expanded In the Degree Program Segment, the number of new competitive entrants into the online learning market has expanded rapidly in recent years. As the number of online degree programs expands, we face increasing competition to enroll students in rapidly in recent years. As the number of online degree programs expands, we face increasing competition to enroll students in our offerings. This expansion has also resulted in an increase in the number of regional online degree program offerings for our offerings. This expansion has also resulted in an increase in the number of regional online degree program offerings for potential students. In addition to making enrollment decisions based on factors such as program quality and university brand potential students. In addition to making enrollment decisions based on factors such as program quality and university brand strength, we have observed potential students giving preference to universities located in their region, which has further strength, we have observed potential students giving preference to universities located in their region, which has further impacted the competitive landscape in our Degree Program Segment. impacted the competitive landscape in our Degree Program Segment. In our Alternative Credential Segment, which has a lower barrier to entry, we face increasing competition from other In our Alternative Credential Segment, which has a lower barrier to entry, we face increasing competition from other providers of massive open online courses, which directly compete with our open course offerings, but have also expanded their providers of massive open online courses, which directly compete with our open course offerings, but have also expanded their offerings to include certificate offerings, nano-degrees and similar non-degree alternatives. We also face competition from offerings to include certificate offerings, nano-degrees and similar non-degree alternatives. We also face competition from companies that provide corporate training programs and online courses taught outside the university environment (e.g., by companies that provide corporate training programs and online courses taught outside the university environment (e.g., by experts in various fields). experts in various fields). We expect existing competitors and new entrants to the online learning market to revise and improve their business models We expect existing competitors and new entrants to the online learning market to revise and improve their business models constantly in response to challenges from competing businesses, including ours. If these or other market participants introduce constantly in response to challenges from competing businesses, including ours. If these or other market participants introduce new or improved delivery of online education and technology-enabled services that we cannot match or exceed in a timely or new or improved delivery of online education and technology-enabled services that we cannot match or exceed in a timely or cost-effective manner, our ability to grow our revenue and achieve profitability could be compromised. cost-effective manner, our ability to grow our revenue and achieve profitability could be compromised. Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition may result in pricing pressure for us in terms of the percentage of tuition and fees we are able to negotiate to receive. The may result in pricing pressure for us in terms of the percentage of tuition and fees we are able to negotiate to receive. The competitive landscape may also result in longer and more complex sales cycles with a prospective university client or a competitive landscape may also result in longer and more complex sales cycles with a prospective university client or a decrease in our market share among select nonprofit colleges and universities seeking to offer online educational offerings, any decrease in our market share among select nonprofit colleges and universities seeking to offer online educational offerings, any of which could negatively affect our revenue and future operating results and our ability to grow our business. of which could negatively affect our revenue and future operating results and our ability to grow our business. A number of competitive factors could cause us to lose potential client and student opportunities or force us to offer our A number of competitive factors could cause us to lose potential client and student opportunities or force us to offer our platform on less favorable economic terms, including: platform on less favorable economic terms, including: competitors may develop service offerings that our potential clients or students find to be more compelling than ours; competitors may develop service offerings that our potential clients or students find to be more compelling than ours; competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in client and student requirements, and devote greater resources to the acquisition of new technologies and changes in client and student requirements, and devote greater resources to the acquisition of students than we can; students than we can; current and potential competitors may establish cooperative relationships among themselves or with third parties to current and potential competitors may establish cooperative relationships among themselves or with third parties to enhance their products and expand their markets, and our industry is likely to see an increasing number of new entrants enhance their products and expand their markets, and our industry is likely to see an increasing number of new entrants and increased consolidation. Accordingly, new competitors or alliances among competitors may emerge and rapidly and increased consolidation. Accordingly, new competitors or alliances among competitors may emerge and rapidly acquire significant market share; and acquire significant market share; and rather than pay for our platform. rather than pay for our platform. • • colleges and universities may choose to continue using or to develop their own online learning solutions in-house, colleges and universities may choose to continue using or to develop their own online learning solutions in-house, We may not be able to compete successfully against current and future competitors. In addition, competition may intensify We may not be able to compete successfully against current and future competitors. In addition, competition may intensify as our competitors raise additional capital and as established companies in other market segments or geographic markets expand as our competitors raise additional capital and as established companies in other market segments or geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow into our market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow our business and achieve profitability could be impaired. our business and achieve profitability could be impaired. If we are not able to maintain and enhance our brand, our reputation and business may suffer. If we are not able to maintain and enhance our brand, our reputation and business may suffer. We believe that maintaining and enhancing our reputation and brand recognition is important to attract and retain students We believe that maintaining and enhancing our reputation and brand recognition is important to attract and retain students and clients, and that the importance of our reputation and brand recognition will continue to increase as competition in the and clients, and that the importance of our reputation and brand recognition will continue to increase as competition in the markets in which we operate continues to develop. Our success in this arena will depend on a range of factors, both within and markets in which we operate continues to develop. Our success in this arena will depend on a range of factors, both within and beyond our control. The following factors, many of which are beyond our control, may affect our reputation and brand beyond our control. The following factors, many of which are beyond our control, may affect our reputation and brand recognition: recognition: our ability to market our platform effectively and efficiently; our ability to market our platform effectively and efficiently; our ability to maintain a useful, innovative, and reliable platform; our ability to maintain a useful, innovative, and reliable platform; • • • • • • • • • • • • • • • • • • • • • • • • • • • • our ability to maintain a high satisfaction among students and partners; our ability to maintain a high satisfaction among students and partners; our ability to provide high quality, valuable content for our platform; our ability to provide high quality, valuable content for our platform; our ability to successfully differentiate our platform from competing offerings; our ability to successfully differentiate our platform from competing offerings; our ability to maintain a consistently high level of customer service; our ability to maintain a consistently high level of customer service; our ability to prevent any actual or perceived data security breach or incident or data loss, or misuse or perceived our ability to prevent any actual or perceived data security breach or incident or data loss, or misuse or perceived misuse of our platform; misuse of our platform; the actions of competitors or other third parties; the actions of competitors or other third parties; positive or negative publicity, including with respect to events or activities attributed to us, our employees or our positive or negative publicity, including with respect to events or activities attributed to us, our employees or our clients; clients; interruptions, delays, or attacks on our platform; and interruptions, delays, or attacks on our platform; and litigation or legal developments. litigation or legal developments. Damage to our reputation and brand, from the factors listed above or otherwise, may reduce demand for our platform and Damage to our reputation and brand, from the factors listed above or otherwise, may reduce demand for our platform and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rehabilitate our have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rehabilitate our reputation and brand recognition may be costly and time-consuming, and there can be no assurance that any such efforts will reputation and brand recognition may be costly and time-consuming, and there can be no assurance that any such efforts will ultimately be successful. ultimately be successful. If for-profit postsecondary institutions, which offer online education alternatives different from ours, or online program If for-profit postsecondary institutions, which offer online education alternatives different from ours, or online program management providers perform poorly or continue to attract negative publicity, it could tarnish our reputation or the management providers perform poorly or continue to attract negative publicity, it could tarnish our reputation or the reputation of online education as a whole, which could impair our ability to grow our business. reputation of online education as a whole, which could impair our ability to grow our business. For-profit postsecondary institutions, many of which provide course offerings predominantly online, remain under intense For-profit postsecondary institutions, many of which provide course offerings predominantly online, remain under intense regulatory and other scrutiny, which has led to media attention that has portrayed that sector in an unflattering light. Some for- regulatory and other scrutiny, which has led to media attention that has portrayed that sector in an unflattering light. Some for- profit online school operators have been subject to governmental investigations alleging the misuse of public funds, financial profit online school operators have been subject to governmental investigations alleging the misuse of public funds, financial irregularities, exaggerated promises to students, and failure to achieve positive outcomes for students, including the inability to irregularities, exaggerated promises to students, and failure to achieve positive outcomes for students, including the inability to obtain employment in their fields. These allegations have attracted significant adverse media coverage and have prompted obtain employment in their fields. These allegations have attracted significant adverse media coverage and have prompted ongoing legislative hearings and actions as well as regulatory responses at both the state and federal level. These investigations ongoing legislative hearings and actions as well as regulatory responses at both the state and federal level. These investigations have focused on specific companies and individuals, and the entire industry in the case of marketing and recruiting practices by have focused on specific companies and individuals, and the entire industry in the case of marketing and recruiting practices by for-profit higher education companies. Even though we do not market our platform to for-profit institutions, and have a for-profit higher education companies. Even though we do not market our platform to for-profit institutions, and have a different business model from them, this negative media attention has nevertheless fostered skepticism about online program different business model from them, this negative media attention has nevertheless fostered skepticism about online program management companies, online higher education generally and our company specifically. Allegations of abuse of federal management companies, online higher education generally and our company specifically. Allegations of abuse of federal financial aid funds and other statutory violations against higher education companies, even if unfounded, could negatively financial aid funds and other statutory violations against higher education companies, even if unfounded, could negatively impact our opportunity to succeed due to increased regulation or decreased demand for our offerings. Our company has been impact our opportunity to succeed due to increased regulation or decreased demand for our offerings. Our company has been the subject of articles and inquiries by critics of for-profit education models generally, and such critics continue to advocate for the subject of articles and inquiries by critics of for-profit education models generally, and such critics continue to advocate for changes in law and regulation at the state and federal level that would be adverse to our business model and have sought changes in law and regulation at the state and federal level that would be adverse to our business model and have sought information and increased oversight regarding the business practices of online program management companies. For example, information and increased oversight regarding the business practices of online program management companies. For example, such critics have sometimes compared our business to that of entities that were formally for-profit institutions and that such critics have sometimes compared our business to that of entities that were formally for-profit institutions and that subsequently converted to non-profit status, and the conflation of these newer business models with our own likely increased subsequently converted to non-profit status, and the conflation of these newer business models with our own likely increased scrutiny of our business by Congress, DOE or other regulatory agencies. Any of these factors could negatively impact our scrutiny of our business by Congress, DOE or other regulatory agencies. Any of these factors could negatively impact our ability to increase our university client base and grow our offerings and our revenue, which would make it difficult to continue ability to increase our university client base and grow our offerings and our revenue, which would make it difficult to continue to grow our business. to grow our business. If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve our business objectives. our business objectives. Our future success is substantially dependent on the continued service of our senior management team. In this respect, our Our future success is substantially dependent on the continued service of our senior management team. In this respect, our senior management team is heavily involved in the university client identification and sales process, and their expertise is senior management team is heavily involved in the university client identification and sales process, and their expertise is critical in navigating the complex approval processes of large nonprofit colleges and universities. We do not maintain key- critical in navigating the complex approval processes of large nonprofit colleges and universities. We do not maintain key- person insurance on any of our employees, including our senior management team. The loss of the services of any individual on person insurance on any of our employees, including our senior management team. The loss of the services of any individual on our senior management team, or failure to find a suitable successor, could make it more difficult to successfully operate our our senior management team, or failure to find a suitable successor, could make it more difficult to successfully operate our business and achieve our business goals. business and achieve our business goals. Our future success also depends heavily on the retention of our marketing and sales, technology and content development Our future success also depends heavily on the retention of our marketing and sales, technology and content development and support teams to continue to attract and retain students, thereby generating revenue for us. In particular, our highly-skilled and support teams to continue to attract and retain students, thereby generating revenue for us. In particular, our highly-skilled technology and content development employees provide the technical expertise underlying our technology and technology- technology and content development employees provide the technical expertise underlying our technology and technology- 24 24 25 25 enabled services that support our university clients’ offerings and the students enrolled in these offerings. We have experienced enabled services that support our university clients’ offerings and the students enrolled in these offerings. We have experienced intense competition for these employees, and we may be unable to attract or retain these key personnel that are critical to our intense competition for these employees, and we may be unable to attract or retain these key personnel that are critical to our success, resulting in harm to our relationships with university clients, loss of expertise or know-how and unanticipated success, resulting in harm to our relationships with university clients, loss of expertise or know-how and unanticipated recruitment and training costs. recruitment and training costs. In addition, as a result of business acquisitions and our Strategic Realignment Plan, our current and prospective employees In addition, as a result of business acquisitions and our Strategic Realignment Plan, our current and prospective employees requirements in respect of affirmative action policies. Our reliance on a workforce in South Africa also exposes us to requirements in respect of affirmative action policies. Our reliance on a workforce in South Africa also exposes us to and employees of any acquired company may experience uncertainty about their future roles following the acquisition or and employees of any acquired company may experience uncertainty about their future roles following the acquisition or announcement of the Strategic Realignment Plan. If our employees or the employees of any acquired company depart because announcement of the Strategic Realignment Plan. If our employees or the employees of any acquired company depart because of issues relating to uncertainty or perceived difficulties of integration, our ability to realize the anticipated benefits of an of issues relating to uncertainty or perceived difficulties of integration, our ability to realize the anticipated benefits of an acquisition could be adversely impacted. acquisition could be adversely impacted. We have employees outside of the United States, have international residents that apply to and enroll in our offerings and We have employees outside of the United States, have international residents that apply to and enroll in our offerings and plan to expand our international business, which exposes us to risks inherent in international operations. plan to expand our international business, which exposes us to risks inherent in international operations. Since 2017, and more recently as a result of the edX Acquisition, we have significantly increased our international Since 2017, and more recently as a result of the edX Acquisition, we have significantly increased our international operations, including the number of international applicants and students in our offerings. One element of our growth strategy is operations, including the number of international applicants and students in our offerings. One element of our growth strategy is to continue expanding our international operations and to continue expanding our global student and client base. Our current to continue expanding our international operations and to continue expanding our global student and client base. Our current international operations and future initiatives will involve a variety of risks that could constrain our operations and compromise international operations and future initiatives will involve a variety of risks that could constrain our operations and compromise our growth prospects, including: our growth prospects, including: • • • • • • • • • • • • • • • • • • • • • • • • • • the need to localize and adapt online offerings for specific countries, including translation into foreign languages and the need to localize and adapt online offerings for specific countries, including translation into foreign languages and ensuring that these offerings enable our university clients to comply with local education laws and regulations; ensuring that these offerings enable our university clients to comply with local education laws and regulations; difficulties in staffing and managing foreign operations, including different pricing environments, longer sales cycles, difficulties in staffing and managing foreign operations, including different pricing environments, longer sales cycles, longer accounts receivable payment cycles and collections issues; longer accounts receivable payment cycles and collections issues; lack of familiarity with and unexpected changes in foreign regulatory requirements; lack of familiarity with and unexpected changes in foreign regulatory requirements; challenges inherent in efficiently managing an increased number of employees over large geographic distances, challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs; including the need to implement appropriate systems, policies, benefits and compliance programs; new and different sources of competition, and practices which may favor local competitors; new and different sources of competition, and practices which may favor local competitors; weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States; enforcing intellectual property and other rights outside of the United States; compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including labor and employment, tax, education, privacy and data protection, and anti-bribery laws and regulations, including labor and employment, tax, education, privacy and data protection, and anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act; regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act; increased financial accounting and reporting burdens and complexities; increased financial accounting and reporting burdens and complexities; restrictions on the transfer of funds; restrictions on the transfer of funds; adverse tax consequences, including liabilities for indirect taxes or the potential for required withholding taxes for our adverse tax consequences, including liabilities for indirect taxes or the potential for required withholding taxes for our overseas employees; overseas employees; our profitability. our profitability. terrorist attacks, public health crises, acts of violence or war and adverse environmental conditions; terrorist attacks, public health crises, acts of violence or war and adverse environmental conditions; unstable regional, economic or political conditions; and unstable regional, economic or political conditions; and fluctuations in currency exchange rates or restrictions on foreign currency and resulting effects on our revenue and fluctuations in currency exchange rates or restrictions on foreign currency and resulting effects on our revenue and expenses. expenses. Our expansion efforts may not be successful. Our experience with attracting university clients and students in the U.S. may Our expansion efforts may not be successful. Our experience with attracting university clients and students in the U.S. may not be relevant to our ability to attract clients and students in other markets. If we invest substantial time and resources to not be relevant to our ability to attract clients and students in other markets. If we invest substantial time and resources to expand our international operations and are unable to attract university clients and students successfully and in a timely manner, expand our international operations and are unable to attract university clients and students successfully and in a timely manner, our business and operating results will be harmed. our business and operating results will be harmed. 26 26 27 27 Our operations in South Africa expose us to risks that could have an adverse effect on our business. Our operations in South Africa expose us to risks that could have an adverse effect on our business. We have a significant employee base in South Africa. We may incur costs complying with labor laws, rules and regulations We have a significant employee base in South Africa. We may incur costs complying with labor laws, rules and regulations in South Africa, including laws that regulate work time, provide for mandatory compensation in the event of termination of in South Africa, including laws that regulate work time, provide for mandatory compensation in the event of termination of employment for operational reasons, and impose monetary penalties for non-compliance with administrative and reporting employment for operational reasons, and impose monetary penalties for non-compliance with administrative and reporting disruptions in the business, political, and economic environment in that region, as well as natural disasters, public health crises, disruptions in the business, political, and economic environment in that region, as well as natural disasters, public health crises, power outages and other environmental conditions. Maintenance of a stable political environment is important to our operations power outages and other environmental conditions. Maintenance of a stable political environment is important to our operations in South Africa, and terrorist attacks and acts of violence or war may directly affect our physical facilities and workforce or in South Africa, and terrorist attacks and acts of violence or war may directly affect our physical facilities and workforce or contribute to general instability. Our operations in South Africa require us to comply with complex local laws and regulatory contribute to general instability. Our operations in South Africa require us to comply with complex local laws and regulatory requirements and expose us to foreign currency exchange rate risk. The economy of South Africa in the past has been, and in requirements and expose us to foreign currency exchange rate risk. The economy of South Africa in the past has been, and in the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those prevailing in the United States, which could increase our South-African-based costs and decrease our operating margins. Our prevailing in the United States, which could increase our South-African-based costs and decrease our operating margins. Our operations in South Africa may also subject us to trade restrictions, exchange control limitations, reduced or inadequate operations in South Africa may also subject us to trade restrictions, exchange control limitations, reduced or inadequate protection for intellectual property rights, security breaches, and other factors that may adversely affect our business. Negative protection for intellectual property rights, security breaches, and other factors that may adversely affect our business. Negative developments in any of these areas could increase our costs of operations or otherwise harm our business. developments in any of these areas could increase our costs of operations or otherwise harm our business. We engage some individuals classified as independent contractors, not employees, and if U.S. or international regulatory We engage some individuals classified as independent contractors, not employees, and if U.S. or international regulatory authorities mandate that they be classified as employees, our business would be adversely impacted. authorities mandate that they be classified as employees, our business would be adversely impacted. We engage independent contractors and are subject to U.S. and international regulations and guidelines regarding We engage independent contractors and are subject to U.S. and international regulations and guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damage our reputation and our ability to attract and retain other personnel. and could damage our reputation and our ability to attract and retain other personnel. We rely on certain third-party providers of software and services integral to the operations of our business. We rely on certain third-party providers of software and services integral to the operations of our business. We rely on software that we license from third parties and services provided by third parties to offer certain components of We rely on software that we license from third parties and services provided by third parties to offer certain components of our technology and services. In addition, we may need to obtain future licenses or services from third parties necessary for the our technology and services. In addition, we may need to obtain future licenses or services from third parties necessary for the continued provision of our technology and services, which might not be available to us on acceptable terms, or at all. If our continued provision of our technology and services, which might not be available to us on acceptable terms, or at all. If our agreements with third-party software or services vendors are not renewed or the third-party software or services become agreements with third-party software or services vendors are not renewed or the third-party software or services become obsolete, fail to function properly, are defective or otherwise fail to provide quality service or address our or our clients’ needs, obsolete, fail to function properly, are defective or otherwise fail to provide quality service or address our or our clients’ needs, there is no assurance that we would be able to replace the functionality provided by the third-party software or service provider there is no assurance that we would be able to replace the functionality provided by the third-party software or service provider with software or services from alternative providers. Any of these factors could have a material adverse effect on our financial with software or services from alternative providers. Any of these factors could have a material adverse effect on our financial condition, cash flows or results of operations. condition, cash flows or results of operations. Implementation of our 2022 Strategic Realignment Plan may not be successful, which could affect our ability to increase Implementation of our 2022 Strategic Realignment Plan may not be successful, which could affect our ability to increase On July 28, 2022, we announced a plan to accelerate our transition to a platform company (the “2022 Strategic On July 28, 2022, we announced a plan to accelerate our transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company optimized marketing based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company optimized marketing spend, simplified its executive structure to reduce silos, reduced employee headcount, and rationalized its real estate footprint. spend, simplified its executive structure to reduce silos, reduced employee headcount, and rationalized its real estate footprint. We expect to record in the aggregate approximately $35 million to $40 million in restructuring charges associated with the We expect to record in the aggregate approximately $35 million to $40 million in restructuring charges associated with the 2022 Strategic Realignment Plan. The plan was substantially completed by December 31, 2022 with cash expenditures relating 2022 Strategic Realignment Plan. The plan was substantially completed by December 31, 2022 with cash expenditures relating to the employee headcount reduction continuing through the first quarter of 2024 and cash expenditures related to real estate to the employee headcount reduction continuing through the first quarter of 2024 and cash expenditures related to real estate continuing through the duration of lease terms ranging from 1 to 9 years. Although we believe that the 2022 Strategic continuing through the duration of lease terms ranging from 1 to 9 years. Although we believe that the 2022 Strategic Realignment Plan will reduce overhead costs, enhance operational efficiency, and result in improved profitability, we cannot Realignment Plan will reduce overhead costs, enhance operational efficiency, and result in improved profitability, we cannot guarantee that the 2022 Strategic Realignment Plan will achieve or sustain the expected benefits, or that the benefits, even if guarantee that the 2022 Strategic Realignment Plan will achieve or sustain the expected benefits, or that the benefits, even if achieved, will be adequate to meet our long-term profitability and operational expectations. Risks associated with the impact of achieved, will be adequate to meet our long-term profitability and operational expectations. Risks associated with the impact of the 2022 Strategic Realignment Plan also include additional unexpected costs and negative impacts on our cash flows from the 2022 Strategic Realignment Plan also include additional unexpected costs and negative impacts on our cash flows from operations and liquidity, employee attrition beyond our intended reductions and adverse effects on employee morale, diversion operations and liquidity, employee attrition beyond our intended reductions and adverse effects on employee morale, diversion of management attention, adverse effects to our reputation as an employer, which could make it more difficult for us to hire and of management attention, adverse effects to our reputation as an employer, which could make it more difficult for us to hire and retain employees in the future, and potential failure or delays to meet operational and growth targets due to the loss of qualified retain employees in the future, and potential failure or delays to meet operational and growth targets due to the loss of qualified employees and the potential negative impact on our reputation among our university clients. If we do not realize the expected employees and the potential negative impact on our reputation among our university clients. If we do not realize the expected enabled services that support our university clients’ offerings and the students enrolled in these offerings. We have experienced enabled services that support our university clients’ offerings and the students enrolled in these offerings. We have experienced Our operations in South Africa expose us to risks that could have an adverse effect on our business. Our operations in South Africa expose us to risks that could have an adverse effect on our business. intense competition for these employees, and we may be unable to attract or retain these key personnel that are critical to our intense competition for these employees, and we may be unable to attract or retain these key personnel that are critical to our success, resulting in harm to our relationships with university clients, loss of expertise or know-how and unanticipated success, resulting in harm to our relationships with university clients, loss of expertise or know-how and unanticipated recruitment and training costs. recruitment and training costs. In addition, as a result of business acquisitions and our Strategic Realignment Plan, our current and prospective employees In addition, as a result of business acquisitions and our Strategic Realignment Plan, our current and prospective employees and employees of any acquired company may experience uncertainty about their future roles following the acquisition or and employees of any acquired company may experience uncertainty about their future roles following the acquisition or announcement of the Strategic Realignment Plan. If our employees or the employees of any acquired company depart because announcement of the Strategic Realignment Plan. If our employees or the employees of any acquired company depart because of issues relating to uncertainty or perceived difficulties of integration, our ability to realize the anticipated benefits of an of issues relating to uncertainty or perceived difficulties of integration, our ability to realize the anticipated benefits of an acquisition could be adversely impacted. acquisition could be adversely impacted. We have employees outside of the United States, have international residents that apply to and enroll in our offerings and We have employees outside of the United States, have international residents that apply to and enroll in our offerings and plan to expand our international business, which exposes us to risks inherent in international operations. plan to expand our international business, which exposes us to risks inherent in international operations. Since 2017, and more recently as a result of the edX Acquisition, we have significantly increased our international Since 2017, and more recently as a result of the edX Acquisition, we have significantly increased our international operations, including the number of international applicants and students in our offerings. One element of our growth strategy is operations, including the number of international applicants and students in our offerings. One element of our growth strategy is to continue expanding our international operations and to continue expanding our global student and client base. Our current to continue expanding our international operations and to continue expanding our global student and client base. Our current international operations and future initiatives will involve a variety of risks that could constrain our operations and compromise international operations and future initiatives will involve a variety of risks that could constrain our operations and compromise our growth prospects, including: our growth prospects, including: • • • • • • • • • • • • • • • • • • • • • • • • • • the need to localize and adapt online offerings for specific countries, including translation into foreign languages and the need to localize and adapt online offerings for specific countries, including translation into foreign languages and ensuring that these offerings enable our university clients to comply with local education laws and regulations; ensuring that these offerings enable our university clients to comply with local education laws and regulations; difficulties in staffing and managing foreign operations, including different pricing environments, longer sales cycles, difficulties in staffing and managing foreign operations, including different pricing environments, longer sales cycles, longer accounts receivable payment cycles and collections issues; longer accounts receivable payment cycles and collections issues; lack of familiarity with and unexpected changes in foreign regulatory requirements; lack of familiarity with and unexpected changes in foreign regulatory requirements; challenges inherent in efficiently managing an increased number of employees over large geographic distances, challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs; including the need to implement appropriate systems, policies, benefits and compliance programs; new and different sources of competition, and practices which may favor local competitors; new and different sources of competition, and practices which may favor local competitors; weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States; enforcing intellectual property and other rights outside of the United States; compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including labor and employment, tax, education, privacy and data protection, and anti-bribery laws and regulations, including labor and employment, tax, education, privacy and data protection, and anti-bribery laws and regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act; regulations, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act; increased financial accounting and reporting burdens and complexities; increased financial accounting and reporting burdens and complexities; restrictions on the transfer of funds; restrictions on the transfer of funds; overseas employees; overseas employees; adverse tax consequences, including liabilities for indirect taxes or the potential for required withholding taxes for our adverse tax consequences, including liabilities for indirect taxes or the potential for required withholding taxes for our terrorist attacks, public health crises, acts of violence or war and adverse environmental conditions; terrorist attacks, public health crises, acts of violence or war and adverse environmental conditions; unstable regional, economic or political conditions; and unstable regional, economic or political conditions; and fluctuations in currency exchange rates or restrictions on foreign currency and resulting effects on our revenue and fluctuations in currency exchange rates or restrictions on foreign currency and resulting effects on our revenue and expenses. expenses. Our expansion efforts may not be successful. Our experience with attracting university clients and students in the U.S. may Our expansion efforts may not be successful. Our experience with attracting university clients and students in the U.S. may not be relevant to our ability to attract clients and students in other markets. If we invest substantial time and resources to not be relevant to our ability to attract clients and students in other markets. If we invest substantial time and resources to expand our international operations and are unable to attract university clients and students successfully and in a timely manner, expand our international operations and are unable to attract university clients and students successfully and in a timely manner, our business and operating results will be harmed. our business and operating results will be harmed. We have a significant employee base in South Africa. We may incur costs complying with labor laws, rules and regulations We have a significant employee base in South Africa. We may incur costs complying with labor laws, rules and regulations in South Africa, including laws that regulate work time, provide for mandatory compensation in the event of termination of in South Africa, including laws that regulate work time, provide for mandatory compensation in the event of termination of employment for operational reasons, and impose monetary penalties for non-compliance with administrative and reporting employment for operational reasons, and impose monetary penalties for non-compliance with administrative and reporting requirements in respect of affirmative action policies. Our reliance on a workforce in South Africa also exposes us to requirements in respect of affirmative action policies. Our reliance on a workforce in South Africa also exposes us to disruptions in the business, political, and economic environment in that region, as well as natural disasters, public health crises, disruptions in the business, political, and economic environment in that region, as well as natural disasters, public health crises, power outages and other environmental conditions. Maintenance of a stable political environment is important to our operations power outages and other environmental conditions. Maintenance of a stable political environment is important to our operations in South Africa, and terrorist attacks and acts of violence or war may directly affect our physical facilities and workforce or in South Africa, and terrorist attacks and acts of violence or war may directly affect our physical facilities and workforce or contribute to general instability. Our operations in South Africa require us to comply with complex local laws and regulatory contribute to general instability. Our operations in South Africa require us to comply with complex local laws and regulatory requirements and expose us to foreign currency exchange rate risk. The economy of South Africa in the past has been, and in requirements and expose us to foreign currency exchange rate risk. The economy of South Africa in the past has been, and in the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those the future may continue to be, characterized by rates of inflation and interest rates that are substantially higher than those prevailing in the United States, which could increase our South-African-based costs and decrease our operating margins. Our prevailing in the United States, which could increase our South-African-based costs and decrease our operating margins. Our operations in South Africa may also subject us to trade restrictions, exchange control limitations, reduced or inadequate operations in South Africa may also subject us to trade restrictions, exchange control limitations, reduced or inadequate protection for intellectual property rights, security breaches, and other factors that may adversely affect our business. Negative protection for intellectual property rights, security breaches, and other factors that may adversely affect our business. Negative developments in any of these areas could increase our costs of operations or otherwise harm our business. developments in any of these areas could increase our costs of operations or otherwise harm our business. We engage some individuals classified as independent contractors, not employees, and if U.S. or international regulatory We engage some individuals classified as independent contractors, not employees, and if U.S. or international regulatory authorities mandate that they be classified as employees, our business would be adversely impacted. authorities mandate that they be classified as employees, our business would be adversely impacted. We engage independent contractors and are subject to U.S. and international regulations and guidelines regarding We engage independent contractors and are subject to U.S. and international regulations and guidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it independent contractor classification. These regulations and guidelines are subject to judicial and agency interpretation, and it could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal could be determined that our current or former independent contractor classifications are inapplicable. Further, if legal standards for classification of independent contractors change, it may be necessary to modify our compensation structure for standards for classification of independent contractors change, it may be necessary to modify our compensation structure for these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent these personnel, including by paying additional compensation or reimbursing expenses. In addition, if our independent contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under contractors are determined to have been misclassified as independent contractors, we would incur additional exposure under U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for U.S. and international law, workers’ compensation, unemployment benefits, labor, employment and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in prior periods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damage our reputation and our ability to attract and retain other personnel. and could damage our reputation and our ability to attract and retain other personnel. We rely on certain third-party providers of software and services integral to the operations of our business. We rely on certain third-party providers of software and services integral to the operations of our business. We rely on software that we license from third parties and services provided by third parties to offer certain components of We rely on software that we license from third parties and services provided by third parties to offer certain components of our technology and services. In addition, we may need to obtain future licenses or services from third parties necessary for the our technology and services. In addition, we may need to obtain future licenses or services from third parties necessary for the continued provision of our technology and services, which might not be available to us on acceptable terms, or at all. If our continued provision of our technology and services, which might not be available to us on acceptable terms, or at all. If our agreements with third-party software or services vendors are not renewed or the third-party software or services become agreements with third-party software or services vendors are not renewed or the third-party software or services become obsolete, fail to function properly, are defective or otherwise fail to provide quality service or address our or our clients’ needs, obsolete, fail to function properly, are defective or otherwise fail to provide quality service or address our or our clients’ needs, there is no assurance that we would be able to replace the functionality provided by the third-party software or service provider there is no assurance that we would be able to replace the functionality provided by the third-party software or service provider with software or services from alternative providers. Any of these factors could have a material adverse effect on our financial with software or services from alternative providers. Any of these factors could have a material adverse effect on our financial condition, cash flows or results of operations. condition, cash flows or results of operations. Implementation of our 2022 Strategic Realignment Plan may not be successful, which could affect our ability to increase Implementation of our 2022 Strategic Realignment Plan may not be successful, which could affect our ability to increase our profitability. our profitability. On July 28, 2022, we announced a plan to accelerate our transition to a platform company (the “2022 Strategic On July 28, 2022, we announced a plan to accelerate our transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company optimized marketing based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company optimized marketing spend, simplified its executive structure to reduce silos, reduced employee headcount, and rationalized its real estate footprint. spend, simplified its executive structure to reduce silos, reduced employee headcount, and rationalized its real estate footprint. We expect to record in the aggregate approximately $35 million to $40 million in restructuring charges associated with the We expect to record in the aggregate approximately $35 million to $40 million in restructuring charges associated with the 2022 Strategic Realignment Plan. The plan was substantially completed by December 31, 2022 with cash expenditures relating 2022 Strategic Realignment Plan. The plan was substantially completed by December 31, 2022 with cash expenditures relating to the employee headcount reduction continuing through the first quarter of 2024 and cash expenditures related to real estate to the employee headcount reduction continuing through the first quarter of 2024 and cash expenditures related to real estate continuing through the duration of lease terms ranging from 1 to 9 years. Although we believe that the 2022 Strategic continuing through the duration of lease terms ranging from 1 to 9 years. Although we believe that the 2022 Strategic Realignment Plan will reduce overhead costs, enhance operational efficiency, and result in improved profitability, we cannot Realignment Plan will reduce overhead costs, enhance operational efficiency, and result in improved profitability, we cannot guarantee that the 2022 Strategic Realignment Plan will achieve or sustain the expected benefits, or that the benefits, even if guarantee that the 2022 Strategic Realignment Plan will achieve or sustain the expected benefits, or that the benefits, even if achieved, will be adequate to meet our long-term profitability and operational expectations. Risks associated with the impact of achieved, will be adequate to meet our long-term profitability and operational expectations. Risks associated with the impact of the 2022 Strategic Realignment Plan also include additional unexpected costs and negative impacts on our cash flows from the 2022 Strategic Realignment Plan also include additional unexpected costs and negative impacts on our cash flows from operations and liquidity, employee attrition beyond our intended reductions and adverse effects on employee morale, diversion operations and liquidity, employee attrition beyond our intended reductions and adverse effects on employee morale, diversion of management attention, adverse effects to our reputation as an employer, which could make it more difficult for us to hire and of management attention, adverse effects to our reputation as an employer, which could make it more difficult for us to hire and retain employees in the future, and potential failure or delays to meet operational and growth targets due to the loss of qualified retain employees in the future, and potential failure or delays to meet operational and growth targets due to the loss of qualified employees and the potential negative impact on our reputation among our university clients. If we do not realize the expected employees and the potential negative impact on our reputation among our university clients. If we do not realize the expected 26 26 27 27 benefits or synergies of the 2022 Strategic Realignment Plan, our business, financial condition, cash flows and results of benefits or synergies of the 2022 Strategic Realignment Plan, our business, financial condition, cash flows and results of operations could be negatively impacted. operations could be negatively impacted. If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve our results of operations may be adversely affected. our results of operations may be adversely affected. Many of our students initially access the free or audit track of the open courses available on our platform. Our growth Many of our students initially access the free or audit track of the open courses available on our platform. Our growth strategy depends in part on our ability to increase the number of registered learners on our platform and to persuade those strategy depends in part on our ability to increase the number of registered learners on our platform and to persuade those learners to enroll in the paid certificate track of the open courses available on our platform or in one of our paid offerings. If learners to enroll in the paid certificate track of the open courses available on our platform or in one of our paid offerings. If students do not expand beyond free offerings, our ability to grow our business may be adversely affected. students do not expand beyond free offerings, our ability to grow our business may be adversely affected. Risks Related to Our Indebtedness and Capital Structure Risks Related to Our Indebtedness and Capital Structure Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our indebtedness. obligations with respect to our indebtedness. As of December 31, 2022, we had approximately $953.8 million of indebtedness on a consolidated basis, including $380 As of December 31, 2022, we had approximately $953.8 million of indebtedness on a consolidated basis, including $380 million of 2.25% Senior Unsecured Convertible Notes due 2025 (the “2025 Notes”) issued pursuant to an indenture between the million of 2.25% Senior Unsecured Convertible Notes due 2025 (the “2025 Notes”) issued pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2025 Indenture”). Additionally, on January 11, 2023, we issued Company and Wilmington Trust, National Association (the “2025 Indenture”). Additionally, on January 11, 2023, we issued $147 million of 4.50% Senior Unsecured Convertible Notes due 2030 (the “2030 Notes” and together with the 2025 Notes, the $147 million of 4.50% Senior Unsecured Convertible Notes due 2030 (the “2030 Notes” and together with the 2025 Notes, the “Convertible Notes”) pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2030 “Convertible Notes”) pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2030 Indenture” and together with the 2025 Indenture, the “Indentures”), and amended, extended and paid down the Term Loan Indenture” and together with the 2025 Indenture, the “Indentures”), and amended, extended and paid down the Term Loan Credit and Guaranty Agreement, dated as of June 28, 2021, by entering into the Extension Amendment, Second Amendment Credit and Guaranty Agreement, dated as of June 28, 2021, by entering into the Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) reducing the amount of term loans outstanding under such instrument to $380 million and adding a revolving Agreement”) reducing the amount of term loans outstanding under such instrument to $380 million and adding a revolving credit facility in an amount not to exceed $40 million. See Note 10 in the “Notes to Consolidated Financial Statements” credit facility in an amount not to exceed $40 million. See Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K. included in Part II, Item 8 of this Annual Report on Form 10-K. Our substantial indebtedness could have important consequences. For example, it could: Our substantial indebtedness could have important consequences. For example, it could: • • • • • • • • • • • • limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, investments and limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, investments and other general corporate purposes; other general corporate purposes; require a substantial portion of our cash from operating activities to be dedicated to debt service payments and reduce require a substantial portion of our cash from operating activities to be dedicated to debt service payments and reduce the amount of cash available for working capital, capital expenditures, investments or acquisitions and other general the amount of cash available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes; corporate purposes; place us at a competitive disadvantage compared to certain of our competitors who have less debt; place us at a competitive disadvantage compared to certain of our competitors who have less debt; hinder our ability to adjust rapidly to changing market conditions; hinder our ability to adjust rapidly to changing market conditions; limit our ability to secure adequate bank financing in the future with reasonable terms and conditions; and limit our ability to secure adequate bank financing in the future with reasonable terms and conditions; and increase our vulnerability to, and limit our flexibility in planning for or reacting to, a potential downturn in general increase our vulnerability to, and limit our flexibility in planning for or reacting to, a potential downturn in general economic conditions or in one or more of our businesses. economic conditions or in one or more of our businesses. The Indentures and the Second Amended Credit Agreement contain, and the agreements governing indebtedness we may The Indentures and the Second Amended Credit Agreement contain, and the agreements governing indebtedness we may incur in the future may contain, affirmative and negative covenants that limit our ability to engage in activities that may be in incur in the future may contain, affirmative and negative covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt. or waived, could result in the acceleration of all of our debt. Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could further exacerbate the risks associated with our substantial financial leverage. further exacerbate the risks associated with our substantial financial leverage. We may incur significant additional indebtedness in the future under the agreements governing our indebtedness. We are We may incur significant additional indebtedness in the future under the agreements governing our indebtedness. We are subject to limited restriction under the terms of the Indentures from incurring additional unsecured debt. Although the Second subject to limited restriction under the terms of the Indentures from incurring additional unsecured debt. Although the Second Amended Credit Agreement contains, and any future indebtedness may contain, restrictions on the incurrence of additional Amended Credit Agreement contains, and any future indebtedness may contain, restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of thresholds, qualifications and exceptions, and the additional indebtedness, these restrictions are subject to a number of thresholds, qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. Additionally, these restrictions could permit us indebtedness incurred in compliance with these restrictions could be substantial. Additionally, these restrictions could permit us to incur obligations that, although preferential to our common stock in terms of payment, do not constitute indebtedness. to incur obligations that, although preferential to our common stock in terms of payment, do not constitute indebtedness. The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility. The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility. The Second Amended Credit Agreement requires us to comply with several financial covenants and other restrictive The Second Amended Credit Agreement requires us to comply with several financial covenants and other restrictive covenants, such as maintaining minimum recurring revenues, a minimum fixed charge coverage ratio, a maximum consolidated covenants, such as maintaining minimum recurring revenues, a minimum fixed charge coverage ratio, a maximum consolidated senior secured net leverage ratio and a maximum consolidated total net leverage ratio, maintaining insurance coverage, and senior secured net leverage ratio and a maximum consolidated total net leverage ratio, maintaining insurance coverage, and restricting our ability to make certain investments. In addition, the 2030 Notes also contain financial covenants consistent with restricting our ability to make certain investments. In addition, the 2030 Notes also contain financial covenants consistent with the Second Amended Credit Agreement. Compliance with these covenants may limit our ability to engage in new lines of the Second Amended Credit Agreement. Compliance with these covenants may limit our ability to engage in new lines of business, make certain investments, pay dividends, or enter into various transactions. business, make certain investments, pay dividends, or enter into various transactions. These covenants may limit the flexibility of our operations, and lack of compliance could result in a default under the These covenants may limit the flexibility of our operations, and lack of compliance could result in a default under the Second Amended Credit Agreement. If such a default were to occur, the lenders would have the right to terminate their Second Amended Credit Agreement. If such a default were to occur, the lenders would have the right to terminate their commitments to provide loans under the Second Amended Credit Agreement and declare any and all borrowings outstanding, commitments to provide loans under the Second Amended Credit Agreement and declare any and all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, the lenders would have the together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, the lenders would have the right to proceed against the collateral in which we granted a first priority security interest to them, which consists of right to proceed against the collateral in which we granted a first priority security interest to them, which consists of substantially all our assets. Additionally, the scheduled maturity date of the loans under the Second Amended Credit Agreement substantially all our assets. Additionally, the scheduled maturity date of the loans under the Second Amended Credit Agreement may be accelerated to (i) in the case of the term loan facility, January 30, 2025 in the event more than $40 million of may be accelerated to (i) in the case of the term loan facility, January 30, 2025 in the event more than $40 million of 2025 Notes remain outstanding on such date and (ii) in the case of the revolving facility, January 1, 2025, in the event more 2025 Notes remain outstanding on such date and (ii) in the case of the revolving facility, January 1, 2025, in the event more than $50 million of 2025 Notes remain outstanding on such date. If the debt under the Second Amended Credit Agreement were than $50 million of 2025 Notes remain outstanding on such date. If the debt under the Second Amended Credit Agreement were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, including the Convertible Notes which have cross-acceleration provisions to the Second Amended assets to repay the debt, including the Convertible Notes which have cross-acceleration provisions to the Second Amended Credit Agreement, which could immediately materially and adversely affect our business, financial condition, and results of Credit Agreement, which could immediately materially and adversely affect our business, financial condition, and results of operations. operations. Furthermore, the Second Amended Credit Agreement restricts, and any future indebtedness may similarly restrict or Furthermore, the Second Amended Credit Agreement restricts, and any future indebtedness may similarly restrict or prohibit, us from making any cash payments to settle a conversion, repurchase, mandatory redemption or maturity payment in prohibit, us from making any cash payments to settle a conversion, repurchase, mandatory redemption or maturity payment in respect of the Convertible Notes. Our inability to make cash payments upon the conversion or repurchase of the Convertible respect of the Convertible Notes. Our inability to make cash payments upon the conversion or repurchase of the Convertible Notes could result in dilution to our stockholders and limit our operational flexibility, respectively, and, in respect of a payment Notes could result in dilution to our stockholders and limit our operational flexibility, respectively, and, in respect of a payment in connection with a mandatory redemption or maturity, would permit holders of the Convertible Notes to accelerate our in connection with a mandatory redemption or maturity, would permit holders of the Convertible Notes to accelerate our obligations under the Convertible Notes. In addition, any future indebtedness that we may incur may contain financial and other obligations under the Convertible Notes. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with such covenants or to make payments under our indebtedness when due, then we would be in default If we fail to comply with such covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full. under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full. To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control. factors beyond our control. Our ability to make cash payments on and to refinance our indebtedness will depend upon our financial condition and Our ability to make cash payments on and to refinance our indebtedness will depend upon our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. legislative, regulatory and other factors beyond our control. If we are unable to generate sufficient cash from operating activities or are otherwise unable to obtain funds necessary to If we are unable to generate sufficient cash from operating activities or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or amounts payable upon maturity or a meet required payments of principal, premium, if any, and interest on our indebtedness, or amounts payable upon maturity or a mandatory redemption of the Convertible Notes, or if we fail to comply with the various covenants in the instruments governing mandatory redemption of the Convertible Notes, or if we fail to comply with the various covenants in the instruments governing our indebtedness and we are unable to obtain waivers from the required lenders or noteholders, we could be in default under the our indebtedness and we are unable to obtain waivers from the required lenders or noteholders, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of our indebtedness could elect terms of the agreements governing such indebtedness. In the event of such default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. As a result, we could be to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. As a result, we could be forced into bankruptcy or liquidation. forced into bankruptcy or liquidation. We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a “fundamental We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Convertible Notes or pay cash upon their conversion. the Convertible Notes or pay cash upon their conversion. Holders of the Convertible Notes may, subject to certain exceptions, require us to repurchase their Convertible Notes Holders of the Convertible Notes may, subject to certain exceptions, require us to repurchase their Convertible Notes following a “fundamental change” (as defined in the applicable Indenture) at a cash repurchase price generally equal to the following a “fundamental change” (as defined in the applicable Indenture) at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligations in cash unless we elect to settle conversions solely in shares conversion, we will satisfy part or all of our conversion obligations in cash unless we elect to settle conversions solely in shares of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory repurchase the Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or pay the cash amounts due upon conversion. Our failure to repurchase Convertible Notes or to pay the cash amounts due upon pay the cash amounts due upon conversion. Our failure to repurchase Convertible Notes or to pay the cash amounts due upon conversion when required will constitute a default under the Indentures. A default under the Indentures or the fundamental conversion when required will constitute a default under the Indentures. A default under the Indentures or the fundamental 28 28 29 29 benefits or synergies of the 2022 Strategic Realignment Plan, our business, financial condition, cash flows and results of benefits or synergies of the 2022 Strategic Realignment Plan, our business, financial condition, cash flows and results of The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility. The Second Amended Credit Agreement contains financial covenants that may limit our operational flexibility. operations could be negatively impacted. operations could be negatively impacted. If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve If students do not expand beyond the free offerings available on our platform, our ability to grow our business and improve our results of operations may be adversely affected. our results of operations may be adversely affected. Many of our students initially access the free or audit track of the open courses available on our platform. Our growth Many of our students initially access the free or audit track of the open courses available on our platform. Our growth strategy depends in part on our ability to increase the number of registered learners on our platform and to persuade those strategy depends in part on our ability to increase the number of registered learners on our platform and to persuade those learners to enroll in the paid certificate track of the open courses available on our platform or in one of our paid offerings. If learners to enroll in the paid certificate track of the open courses available on our platform or in one of our paid offerings. If students do not expand beyond free offerings, our ability to grow our business may be adversely affected. students do not expand beyond free offerings, our ability to grow our business may be adversely affected. Risks Related to Our Indebtedness and Capital Structure Risks Related to Our Indebtedness and Capital Structure Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our obligations with respect to our indebtedness. obligations with respect to our indebtedness. As of December 31, 2022, we had approximately $953.8 million of indebtedness on a consolidated basis, including $380 As of December 31, 2022, we had approximately $953.8 million of indebtedness on a consolidated basis, including $380 million of 2.25% Senior Unsecured Convertible Notes due 2025 (the “2025 Notes”) issued pursuant to an indenture between the million of 2.25% Senior Unsecured Convertible Notes due 2025 (the “2025 Notes”) issued pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2025 Indenture”). Additionally, on January 11, 2023, we issued Company and Wilmington Trust, National Association (the “2025 Indenture”). Additionally, on January 11, 2023, we issued $147 million of 4.50% Senior Unsecured Convertible Notes due 2030 (the “2030 Notes” and together with the 2025 Notes, the $147 million of 4.50% Senior Unsecured Convertible Notes due 2030 (the “2030 Notes” and together with the 2025 Notes, the “Convertible Notes”) pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2030 “Convertible Notes”) pursuant to an indenture between the Company and Wilmington Trust, National Association (the “2030 Indenture” and together with the 2025 Indenture, the “Indentures”), and amended, extended and paid down the Term Loan Indenture” and together with the 2025 Indenture, the “Indentures”), and amended, extended and paid down the Term Loan Credit and Guaranty Agreement, dated as of June 28, 2021, by entering into the Extension Amendment, Second Amendment Credit and Guaranty Agreement, dated as of June 28, 2021, by entering into the Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) reducing the amount of term loans outstanding under such instrument to $380 million and adding a revolving Agreement”) reducing the amount of term loans outstanding under such instrument to $380 million and adding a revolving credit facility in an amount not to exceed $40 million. See Note 10 in the “Notes to Consolidated Financial Statements” credit facility in an amount not to exceed $40 million. See Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K. included in Part II, Item 8 of this Annual Report on Form 10-K. Our substantial indebtedness could have important consequences. For example, it could: Our substantial indebtedness could have important consequences. For example, it could: limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, investments and limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, investments and other general corporate purposes; other general corporate purposes; corporate purposes; corporate purposes; place us at a competitive disadvantage compared to certain of our competitors who have less debt; place us at a competitive disadvantage compared to certain of our competitors who have less debt; hinder our ability to adjust rapidly to changing market conditions; hinder our ability to adjust rapidly to changing market conditions; limit our ability to secure adequate bank financing in the future with reasonable terms and conditions; and limit our ability to secure adequate bank financing in the future with reasonable terms and conditions; and increase our vulnerability to, and limit our flexibility in planning for or reacting to, a potential downturn in general increase our vulnerability to, and limit our flexibility in planning for or reacting to, a potential downturn in general economic conditions or in one or more of our businesses. economic conditions or in one or more of our businesses. The Indentures and the Second Amended Credit Agreement contain, and the agreements governing indebtedness we may The Indentures and the Second Amended Credit Agreement contain, and the agreements governing indebtedness we may incur in the future may contain, affirmative and negative covenants that limit our ability to engage in activities that may be in incur in the future may contain, affirmative and negative covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt. or waived, could result in the acceleration of all of our debt. Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could Despite current indebtedness levels and existing restrictive covenants, we may still incur additional indebtedness that could further exacerbate the risks associated with our substantial financial leverage. further exacerbate the risks associated with our substantial financial leverage. We may incur significant additional indebtedness in the future under the agreements governing our indebtedness. We are We may incur significant additional indebtedness in the future under the agreements governing our indebtedness. We are subject to limited restriction under the terms of the Indentures from incurring additional unsecured debt. Although the Second subject to limited restriction under the terms of the Indentures from incurring additional unsecured debt. Although the Second Amended Credit Agreement contains, and any future indebtedness may contain, restrictions on the incurrence of additional Amended Credit Agreement contains, and any future indebtedness may contain, restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of thresholds, qualifications and exceptions, and the additional indebtedness, these restrictions are subject to a number of thresholds, qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. Additionally, these restrictions could permit us indebtedness incurred in compliance with these restrictions could be substantial. Additionally, these restrictions could permit us to incur obligations that, although preferential to our common stock in terms of payment, do not constitute indebtedness. to incur obligations that, although preferential to our common stock in terms of payment, do not constitute indebtedness. • • • • • • • • • • • • The Second Amended Credit Agreement requires us to comply with several financial covenants and other restrictive The Second Amended Credit Agreement requires us to comply with several financial covenants and other restrictive covenants, such as maintaining minimum recurring revenues, a minimum fixed charge coverage ratio, a maximum consolidated covenants, such as maintaining minimum recurring revenues, a minimum fixed charge coverage ratio, a maximum consolidated senior secured net leverage ratio and a maximum consolidated total net leverage ratio, maintaining insurance coverage, and senior secured net leverage ratio and a maximum consolidated total net leverage ratio, maintaining insurance coverage, and restricting our ability to make certain investments. In addition, the 2030 Notes also contain financial covenants consistent with restricting our ability to make certain investments. In addition, the 2030 Notes also contain financial covenants consistent with the Second Amended Credit Agreement. Compliance with these covenants may limit our ability to engage in new lines of the Second Amended Credit Agreement. Compliance with these covenants may limit our ability to engage in new lines of business, make certain investments, pay dividends, or enter into various transactions. business, make certain investments, pay dividends, or enter into various transactions. These covenants may limit the flexibility of our operations, and lack of compliance could result in a default under the These covenants may limit the flexibility of our operations, and lack of compliance could result in a default under the Second Amended Credit Agreement. If such a default were to occur, the lenders would have the right to terminate their Second Amended Credit Agreement. If such a default were to occur, the lenders would have the right to terminate their commitments to provide loans under the Second Amended Credit Agreement and declare any and all borrowings outstanding, commitments to provide loans under the Second Amended Credit Agreement and declare any and all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, the lenders would have the together with accrued and unpaid interest and fees, to be immediately due and payable. In addition, the lenders would have the right to proceed against the collateral in which we granted a first priority security interest to them, which consists of right to proceed against the collateral in which we granted a first priority security interest to them, which consists of substantially all our assets. Additionally, the scheduled maturity date of the loans under the Second Amended Credit Agreement substantially all our assets. Additionally, the scheduled maturity date of the loans under the Second Amended Credit Agreement may be accelerated to (i) in the case of the term loan facility, January 30, 2025 in the event more than $40 million of may be accelerated to (i) in the case of the term loan facility, January 30, 2025 in the event more than $40 million of 2025 Notes remain outstanding on such date and (ii) in the case of the revolving facility, January 1, 2025, in the event more 2025 Notes remain outstanding on such date and (ii) in the case of the revolving facility, January 1, 2025, in the event more than $50 million of 2025 Notes remain outstanding on such date. If the debt under the Second Amended Credit Agreement were than $50 million of 2025 Notes remain outstanding on such date. If the debt under the Second Amended Credit Agreement were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, including the Convertible Notes which have cross-acceleration provisions to the Second Amended assets to repay the debt, including the Convertible Notes which have cross-acceleration provisions to the Second Amended Credit Agreement, which could immediately materially and adversely affect our business, financial condition, and results of Credit Agreement, which could immediately materially and adversely affect our business, financial condition, and results of operations. operations. Furthermore, the Second Amended Credit Agreement restricts, and any future indebtedness may similarly restrict or Furthermore, the Second Amended Credit Agreement restricts, and any future indebtedness may similarly restrict or prohibit, us from making any cash payments to settle a conversion, repurchase, mandatory redemption or maturity payment in prohibit, us from making any cash payments to settle a conversion, repurchase, mandatory redemption or maturity payment in respect of the Convertible Notes. Our inability to make cash payments upon the conversion or repurchase of the Convertible respect of the Convertible Notes. Our inability to make cash payments upon the conversion or repurchase of the Convertible Notes could result in dilution to our stockholders and limit our operational flexibility, respectively, and, in respect of a payment Notes could result in dilution to our stockholders and limit our operational flexibility, respectively, and, in respect of a payment in connection with a mandatory redemption or maturity, would permit holders of the Convertible Notes to accelerate our in connection with a mandatory redemption or maturity, would permit holders of the Convertible Notes to accelerate our obligations under the Convertible Notes. In addition, any future indebtedness that we may incur may contain financial and other obligations under the Convertible Notes. In addition, any future indebtedness that we may incur may contain financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with such covenants or to make payments under our indebtedness when due, then we would be in default If we fail to comply with such covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full. under that indebtedness, which could, in turn, result in that indebtedness becoming immediately payable in full. require a substantial portion of our cash from operating activities to be dedicated to debt service payments and reduce require a substantial portion of our cash from operating activities to be dedicated to debt service payments and reduce the amount of cash available for working capital, capital expenditures, investments or acquisitions and other general the amount of cash available for working capital, capital expenditures, investments or acquisitions and other general To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many To service our indebtedness, we will require a significant amount of cash, and our ability to generate cash depends on many factors beyond our control. factors beyond our control. Our ability to make cash payments on and to refinance our indebtedness will depend upon our financial condition and Our ability to make cash payments on and to refinance our indebtedness will depend upon our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. legislative, regulatory and other factors beyond our control. If we are unable to generate sufficient cash from operating activities or are otherwise unable to obtain funds necessary to If we are unable to generate sufficient cash from operating activities or are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or amounts payable upon maturity or a meet required payments of principal, premium, if any, and interest on our indebtedness, or amounts payable upon maturity or a mandatory redemption of the Convertible Notes, or if we fail to comply with the various covenants in the instruments governing mandatory redemption of the Convertible Notes, or if we fail to comply with the various covenants in the instruments governing our indebtedness and we are unable to obtain waivers from the required lenders or noteholders, we could be in default under the our indebtedness and we are unable to obtain waivers from the required lenders or noteholders, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of our indebtedness could elect terms of the agreements governing such indebtedness. In the event of such default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. As a result, we could be to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest. As a result, we could be forced into bankruptcy or liquidation. forced into bankruptcy or liquidation. We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a “fundamental We may be unable to raise the funds necessary to repurchase the Convertible Notes for cash following a “fundamental change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase change,” or to pay any cash amounts due upon conversion, and our other indebtedness may limit our ability to repurchase the Convertible Notes or pay cash upon their conversion. the Convertible Notes or pay cash upon their conversion. Holders of the Convertible Notes may, subject to certain exceptions, require us to repurchase their Convertible Notes Holders of the Convertible Notes may, subject to certain exceptions, require us to repurchase their Convertible Notes following a “fundamental change” (as defined in the applicable Indenture) at a cash repurchase price generally equal to the following a “fundamental change” (as defined in the applicable Indenture) at a cash repurchase price generally equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion, we will satisfy part or all of our conversion obligations in cash unless we elect to settle conversions solely in shares conversion, we will satisfy part or all of our conversion obligations in cash unless we elect to settle conversions solely in shares of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to of our common stock. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory repurchase the Convertible Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the Convertible Notes or pay the cash amounts due upon conversion. Our failure to repurchase Convertible Notes or to pay the cash amounts due upon pay the cash amounts due upon conversion. Our failure to repurchase Convertible Notes or to pay the cash amounts due upon conversion when required will constitute a default under the Indentures. A default under the Indentures or the fundamental conversion when required will constitute a default under the Indentures. A default under the Indentures or the fundamental 28 28 29 29 change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes. other indebtedness and the Convertible Notes. common stock. common stock. In addition, if any such capped call transactions are terminated for any reason, the option counterparties or their respective In addition, if any such capped call transactions are terminated for any reason, the option counterparties or their respective affiliates may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our affiliates may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock. price of our common stock. The conversion of some or all of the Convertible Notes may dilute the ownership interests of existing stockholders to the The conversion of some or all of the Convertible Notes may dilute the ownership interests of existing stockholders to the extent we deliver shares upon any conversion of the Convertible Notes. The make-whole conversion provisions under the extent we deliver shares upon any conversion of the Convertible Notes. The make-whole conversion provisions under the Indentures governing the Convertible Notes may also further dilute the ownership interests of existing stockholders. In addition, Indentures governing the Convertible Notes may also further dilute the ownership interests of existing stockholders. In addition, the Indentures governing the Convertible Notes provide for customary anti-dilution provisions, which may result in the issuance the Indentures governing the Convertible Notes provide for customary anti-dilution provisions, which may result in the issuance of additional shares of our common stock. Any sales in the public market of the common stock issuable upon such conversion of additional shares of our common stock. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions. The anticipated conversion of the Convertible Notes into shares of our common stock could also depress the price of positions. The anticipated conversion of the Convertible Notes into shares of our common stock could also depress the price of our common stock. our common stock. Provisions in the Convertible Notes, Indentures and in the Second Amended Credit Agreement could delay or prevent an Provisions in the Convertible Notes, Indentures and in the Second Amended Credit Agreement could delay or prevent an otherwise beneficial takeover of us. otherwise beneficial takeover of us. Certain provisions in the Convertible Notes and in the Indentures could make a third-party attempt to acquire us more Certain provisions in the Convertible Notes and in the Indentures could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a “fundamental change” (as defined in the applicable Indenture), difficult or expensive. For example, if a takeover constitutes a “fundamental change” (as defined in the applicable Indenture), then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a “make-whole fundamental change” (as defined in the applicable Indenture), then we may be required to constitutes a “make-whole fundamental change” (as defined in the applicable Indenture), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the Indentures, as well as the Second Amended Credit Agreement, under which a “change of control” is an event of default Indentures, as well as the Second Amended Credit Agreement, under which a “change of control” is an event of default resulting in acceleration of all indebtedness thereunder, could increase the cost of acquiring us or otherwise discourage a third resulting in acceleration of all indebtedness thereunder, could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable. common stock may view as favorable. The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results. a material effect on our reported financial results. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible income to fully utilize them. income to fully utilize them. Instruments and Contract in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which amends the accounting Instruments and Contract in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the if-converted method for calculating diluted earnings per presented as a liability on the balance sheet and (ii) application of the if-converted method for calculating diluted earnings per share. Under the if-converted method, diluted earnings per share will generally be calculated assuming that all the Convertible share. Under the if-converted method, diluted earnings per share will generally be calculated assuming that all the Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share. anti-dilutive, which could adversely affect our diluted earnings per share. We adopted ASU 2020-06 in the first quarter of 2022, using the modified retrospective basis, effective as of We adopted ASU 2020-06 in the first quarter of 2022, using the modified retrospective basis, effective as of January 1, 2022. Following adoption of this ASU, we no longer separate the liability and equity components of the Convertible January 1, 2022. Following adoption of this ASU, we no longer separate the liability and equity components of the Convertible Notes on our balance sheet. Notes on our balance sheet. The capped call transactions may affect the value of our common stock. The capped call transactions may affect the value of our common stock. In connection with the 2025 Notes, we entered into capped call transactions with certain option counterparties. The capped In connection with the 2025 Notes, we entered into capped call transactions with certain option counterparties. The capped call transactions are expected generally to reduce the potential dilution upon any conversion of the 2025 Notes and/or offset any call transactions are expected generally to reduce the potential dilution upon any conversion of the 2025 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with cash payments we are required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap. such reduction and/or offset subject to a cap. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions from time to time (and are likely to do so following any conversion of the 2025 Notes, any in secondary market transactions from time to time (and are likely to do so following any conversion of the 2025 Notes, any repurchase of the 2025 Notes by us on any fundamental change repurchase date, any redemption date or any other date on repurchase of the 2025 Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the 2025 Notes are retired by us, in each case, if we exercise our option to terminate the relevant portion of the capped which the 2025 Notes are retired by us, in each case, if we exercise our option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock. call transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock. Furthermore, the option counterparties are financial institutions, and we will be subject to the risk that any or all of them Furthermore, the option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of a by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of a number of financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an number of financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties. common stock. We can provide no assurances as to the financial stability or viability of the option counterparties. We might not be able to utilize a portion of our net operating loss carryforwards, which could adversely affect our We might not be able to utilize a portion of our net operating loss carryforwards, which could adversely affect our profitability. profitability. As of December 31, 2022, we had federal net operating loss carryforwards due to prior period losses, which, if not utilized, As of December 31, 2022, we had federal net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2029. Our gross state net operating loss carryforwards are equal to or less than the federal net operating will begin to expire in 2029. Our gross state net operating loss carryforwards are equal to or less than the federal net operating loss carryforwards and expire over various periods based on individual state tax laws. These net operating loss carryforwards loss carryforwards and expire over various periods based on individual state tax laws. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our profitability. In could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our profitability. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership addition, under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Similar rules may apply under state tax laws. During the three-year period ended post-change income may be limited. Similar rules may apply under state tax laws. During the three-year period ended December 31, 2016, we determined that such an ownership change occurred. Absent a subsequent ownership change, however, December 31, 2016, we determined that such an ownership change occurred. Absent a subsequent ownership change, however, all of our historical net operating losses should be available. Therefore, the occurrence of the ownership change during the all of our historical net operating losses should be available. Therefore, the occurrence of the ownership change during the three-year period ended December 31, 2016 is not expected to limit our ability to carry forward historical net operating losses three-year period ended December 31, 2016 is not expected to limit our ability to carry forward historical net operating losses before expiration. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. If before expiration. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. If a future ownership change occurs and limits our ability to use our historical net operating loss carryforwards, it would harm our a future ownership change occurs and limits our ability to use our historical net operating loss carryforwards, it would harm our future financial statement results by increasing our future tax obligations. We also have net operating loss carryforwards in future financial statement results by increasing our future tax obligations. We also have net operating loss carryforwards in South Africa and the United Kingdom and there is no guarantee that entities in these countries will generate enough taxable South Africa and the United Kingdom and there is no guarantee that entities in these countries will generate enough taxable We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business. favorable terms, or at all, which could compromise our ability to grow our business. We may need to raise additional funds to respond to business challenges or opportunities, accelerate our growth, develop We may need to raise additional funds to respond to business challenges or opportunities, accelerate our growth, develop new offerings or enhance our platform. Our continued access to sources of liquidity depends on multiple factors, including new offerings or enhance our platform. Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance, all of which may be impacted by the recent growth in inflation. If we seek to raise additional our operating performance, all of which may be impacted by the recent growth in inflation. If we seek to raise additional capital, it may not be available on favorable terms or may not be available at all. In addition, under our Second Amended Credit capital, it may not be available on favorable terms or may not be available at all. In addition, under our Second Amended Credit Agreement, we may be restricted from using the net proceeds of financing transactions for our operating objectives. Lack of Agreement, we may be restricted from using the net proceeds of financing transactions for our operating objectives. Lack of sufficient capital resources could significantly limit our ability to manage our business and to take advantage of business and sufficient capital resources could significantly limit our ability to manage our business and to take advantage of business and strategic opportunities. Additionally, if we fail to refinance our 2025 Notes (i) prior to January 30, 2025, then the maturity on strategic opportunities. Additionally, if we fail to refinance our 2025 Notes (i) prior to January 30, 2025, then the maturity on the term loan facility under the Second Amended Credit Agreement will be accelerated, and (ii) prior to January 1, 2025, then the term loan facility under the Second Amended Credit Agreement will be accelerated, and (ii) prior to January 1, 2025, then the maturity on the revolving facility under the Second Amended Credit Agreement will be accelerated. Any additional capital the maturity on the revolving facility under the Second Amended Credit Agreement will be accelerated. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are not available if and when needed, we may be required to delay, reduce the scope of, or eliminate material additional funds are not available if and when needed, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy. parts of our business strategy. 30 30 31 31 change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the Convertible Notes. other indebtedness and the Convertible Notes. In addition, if any such capped call transactions are terminated for any reason, the option counterparties or their respective In addition, if any such capped call transactions are terminated for any reason, the option counterparties or their respective affiliates may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our affiliates may unwind their hedge positions with respect to our common stock, which could adversely affect the value of our common stock. common stock. Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the Conversion of the Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock. price of our common stock. The conversion of some or all of the Convertible Notes may dilute the ownership interests of existing stockholders to the The conversion of some or all of the Convertible Notes may dilute the ownership interests of existing stockholders to the extent we deliver shares upon any conversion of the Convertible Notes. The make-whole conversion provisions under the extent we deliver shares upon any conversion of the Convertible Notes. The make-whole conversion provisions under the Indentures governing the Convertible Notes may also further dilute the ownership interests of existing stockholders. In addition, Indentures governing the Convertible Notes may also further dilute the ownership interests of existing stockholders. In addition, the Indentures governing the Convertible Notes provide for customary anti-dilution provisions, which may result in the issuance the Indentures governing the Convertible Notes provide for customary anti-dilution provisions, which may result in the issuance of additional shares of our common stock. Any sales in the public market of the common stock issuable upon such conversion of additional shares of our common stock. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions. The anticipated conversion of the Convertible Notes into shares of our common stock could also depress the price of positions. The anticipated conversion of the Convertible Notes into shares of our common stock could also depress the price of our common stock. our common stock. otherwise beneficial takeover of us. otherwise beneficial takeover of us. Provisions in the Convertible Notes, Indentures and in the Second Amended Credit Agreement could delay or prevent an Provisions in the Convertible Notes, Indentures and in the Second Amended Credit Agreement could delay or prevent an Certain provisions in the Convertible Notes and in the Indentures could make a third-party attempt to acquire us more Certain provisions in the Convertible Notes and in the Indentures could make a third-party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a “fundamental change” (as defined in the applicable Indenture), difficult or expensive. For example, if a takeover constitutes a “fundamental change” (as defined in the applicable Indenture), then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover then noteholders will have the right to require us to repurchase their Convertible Notes for cash. In addition, if a takeover constitutes a “make-whole fundamental change” (as defined in the applicable Indenture), then we may be required to constitutes a “make-whole fundamental change” (as defined in the applicable Indenture), then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Convertible Notes and the Indentures, as well as the Second Amended Credit Agreement, under which a “change of control” is an event of default Indentures, as well as the Second Amended Credit Agreement, under which a “change of control” is an event of default resulting in acceleration of all indebtedness thereunder, could increase the cost of acquiring us or otherwise discourage a third resulting in acceleration of all indebtedness thereunder, could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable. common stock may view as favorable. The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have The accounting method for convertible debt securities that may be settled in cash, such as the Convertible Notes, could have a material effect on our reported financial results. a material effect on our reported financial results. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Accounting for Convertible Instruments and Contract in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which amends the accounting Instruments and Contract in an Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be whose principal amount may be settled using shares. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the if-converted method for calculating diluted earnings per presented as a liability on the balance sheet and (ii) application of the if-converted method for calculating diluted earnings per share. Under the if-converted method, diluted earnings per share will generally be calculated assuming that all the Convertible share. Under the if-converted method, diluted earnings per share will generally be calculated assuming that all the Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share. anti-dilutive, which could adversely affect our diluted earnings per share. We adopted ASU 2020-06 in the first quarter of 2022, using the modified retrospective basis, effective as of We adopted ASU 2020-06 in the first quarter of 2022, using the modified retrospective basis, effective as of January 1, 2022. Following adoption of this ASU, we no longer separate the liability and equity components of the Convertible January 1, 2022. Following adoption of this ASU, we no longer separate the liability and equity components of the Convertible Notes on our balance sheet. Notes on our balance sheet. The capped call transactions may affect the value of our common stock. The capped call transactions may affect the value of our common stock. In connection with the 2025 Notes, we entered into capped call transactions with certain option counterparties. The capped In connection with the 2025 Notes, we entered into capped call transactions with certain option counterparties. The capped call transactions are expected generally to reduce the potential dilution upon any conversion of the 2025 Notes and/or offset any call transactions are expected generally to reduce the potential dilution upon any conversion of the 2025 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with cash payments we are required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap. such reduction and/or offset subject to a cap. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions from time to time (and are likely to do so following any conversion of the 2025 Notes, any in secondary market transactions from time to time (and are likely to do so following any conversion of the 2025 Notes, any repurchase of the 2025 Notes by us on any fundamental change repurchase date, any redemption date or any other date on repurchase of the 2025 Notes by us on any fundamental change repurchase date, any redemption date or any other date on which the 2025 Notes are retired by us, in each case, if we exercise our option to terminate the relevant portion of the capped which the 2025 Notes are retired by us, in each case, if we exercise our option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock. call transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock. Furthermore, the option counterparties are financial institutions, and we will be subject to the risk that any or all of them Furthermore, the option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of a by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of a number of financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an number of financial institutions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties. common stock. We can provide no assurances as to the financial stability or viability of the option counterparties. We might not be able to utilize a portion of our net operating loss carryforwards, which could adversely affect our We might not be able to utilize a portion of our net operating loss carryforwards, which could adversely affect our profitability. profitability. As of December 31, 2022, we had federal net operating loss carryforwards due to prior period losses, which, if not utilized, As of December 31, 2022, we had federal net operating loss carryforwards due to prior period losses, which, if not utilized, will begin to expire in 2029. Our gross state net operating loss carryforwards are equal to or less than the federal net operating will begin to expire in 2029. Our gross state net operating loss carryforwards are equal to or less than the federal net operating loss carryforwards and expire over various periods based on individual state tax laws. These net operating loss carryforwards loss carryforwards and expire over various periods based on individual state tax laws. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our profitability. In could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our profitability. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership addition, under Section 382 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Similar rules may apply under state tax laws. During the three-year period ended post-change income may be limited. Similar rules may apply under state tax laws. During the three-year period ended December 31, 2016, we determined that such an ownership change occurred. Absent a subsequent ownership change, however, December 31, 2016, we determined that such an ownership change occurred. Absent a subsequent ownership change, however, all of our historical net operating losses should be available. Therefore, the occurrence of the ownership change during the all of our historical net operating losses should be available. Therefore, the occurrence of the ownership change during the three-year period ended December 31, 2016 is not expected to limit our ability to carry forward historical net operating losses three-year period ended December 31, 2016 is not expected to limit our ability to carry forward historical net operating losses before expiration. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. If before expiration. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. If a future ownership change occurs and limits our ability to use our historical net operating loss carryforwards, it would harm our a future ownership change occurs and limits our ability to use our historical net operating loss carryforwards, it would harm our future financial statement results by increasing our future tax obligations. We also have net operating loss carryforwards in future financial statement results by increasing our future tax obligations. We also have net operating loss carryforwards in South Africa and the United Kingdom and there is no guarantee that entities in these countries will generate enough taxable South Africa and the United Kingdom and there is no guarantee that entities in these countries will generate enough taxable income to fully utilize them. income to fully utilize them. We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on We may need additional capital in the future to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to grow our business. favorable terms, or at all, which could compromise our ability to grow our business. We may need to raise additional funds to respond to business challenges or opportunities, accelerate our growth, develop We may need to raise additional funds to respond to business challenges or opportunities, accelerate our growth, develop new offerings or enhance our platform. Our continued access to sources of liquidity depends on multiple factors, including new offerings or enhance our platform. Our continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing and our operating performance, all of which may be impacted by the recent growth in inflation. If we seek to raise additional our operating performance, all of which may be impacted by the recent growth in inflation. If we seek to raise additional capital, it may not be available on favorable terms or may not be available at all. In addition, under our Second Amended Credit capital, it may not be available on favorable terms or may not be available at all. In addition, under our Second Amended Credit Agreement, we may be restricted from using the net proceeds of financing transactions for our operating objectives. Lack of Agreement, we may be restricted from using the net proceeds of financing transactions for our operating objectives. Lack of sufficient capital resources could significantly limit our ability to manage our business and to take advantage of business and sufficient capital resources could significantly limit our ability to manage our business and to take advantage of business and strategic opportunities. Additionally, if we fail to refinance our 2025 Notes (i) prior to January 30, 2025, then the maturity on strategic opportunities. Additionally, if we fail to refinance our 2025 Notes (i) prior to January 30, 2025, then the maturity on the term loan facility under the Second Amended Credit Agreement will be accelerated, and (ii) prior to January 1, 2025, then the term loan facility under the Second Amended Credit Agreement will be accelerated, and (ii) prior to January 1, 2025, then the maturity on the revolving facility under the Second Amended Credit Agreement will be accelerated. Any additional capital the maturity on the revolving facility under the Second Amended Credit Agreement will be accelerated. Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate raised through the sale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are not available if and when needed, we may be required to delay, reduce the scope of, or eliminate material additional funds are not available if and when needed, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy. parts of our business strategy. 30 30 31 31 Risks Related to Regulation of Our Business and That of Our University Clients Risks Related to Regulation of Our Business and That of Our University Clients Our business model relies on university client institutions complying with federal and state laws and regulations. Our business model relies on university client institutions complying with federal and state laws and regulations. may be subject to change. may be subject to change. Our business model, which depends on our ability to receive a share of tuition revenue as payment from our university Our business model, which depends on our ability to receive a share of tuition revenue as payment from our university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and Higher education is heavily regulated. All of our university clients in the United States and certain university clients Higher education is heavily regulated. All of our university clients in the United States and certain university clients outside of the United States participate in Title IV federal student financial assistance programs under the HEA of 1965, as outside of the United States participate in Title IV federal student financial assistance programs under the HEA of 1965, as amended, or HEA, and are subject to extensive regulation by the DOE, as well as various state agencies, licensing boards and amended, or HEA, and are subject to extensive regulation by the DOE, as well as various state agencies, licensing boards and accrediting commissions. To participate in the Title IV programs, an institution must receive and maintain authorization by the accrediting commissions. To participate in the Title IV programs, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting commission recognized by the DOE, and be certified by appropriate state education agencies, be accredited by an accrediting commission recognized by the DOE, and be certified by the DOE as an eligible institution. If a university client participating in Title IV was found to be in non-compliance with any of the DOE as an eligible institution. If a university client participating in Title IV was found to be in non-compliance with any of these laws, regulations, standards or policies, the university client could lose some or all of its access to Title IV program funds, these laws, regulations, standards or policies, the university client could lose some or all of its access to Title IV program funds, lose the ability to offer certain programs or lose its ability to operate in certain states, any of which could cause our revenue lose the ability to offer certain programs or lose its ability to operate in certain states, any of which could cause our revenue from that university client’s program to decline. from that university client’s program to decline. The regulations, standards, guidance and policies applicable to our university clients change frequently and are often The regulations, standards, guidance and policies applicable to our university clients change frequently and are often subject to interpretation. Changes in, or new interpretations of, applicable laws, regulations, guidance or standards could subject to interpretation. Changes in, or new interpretations of, applicable laws, regulations, guidance or standards could compromise our university clients’ accreditation, authorization to operate in various states, permissible activities or use of compromise our university clients’ accreditation, authorization to operate in various states, permissible activities or use of federal funds under Title IV programs. We cannot predict with certainty how the requirements applied by our university clients’ federal funds under Title IV programs. We cannot predict with certainty how the requirements applied by our university clients’ regulators will be interpreted, or whether our university clients will be able to comply with these requirements in the future. regulators will be interpreted, or whether our university clients will be able to comply with these requirements in the future. Certain requirements of Title II and Title III of the Americans with Disabilities Act apply to us and our university clients Certain requirements of Title II and Title III of the Americans with Disabilities Act apply to us and our university clients and Section 504 of the Rehabilitation Act of 1974 applies to our university clients that receive federal funding. Further, in the and Section 504 of the Rehabilitation Act of 1974 applies to our university clients that receive federal funding. Further, in the absence of definitive federal rulemaking, the Web Content Accessibility Guidelines 2.1, a set of recommendations and technical absence of definitive federal rulemaking, the Web Content Accessibility Guidelines 2.1, a set of recommendations and technical standards for making websites accessible to individuals with disabilities published by the World Wide Web Consortium, have standards for making websites accessible to individuals with disabilities published by the World Wide Web Consortium, have become the effective standard for learner-facing aspects of our platform. We may not be successful in ensuring that our become the effective standard for learner-facing aspects of our platform. We may not be successful in ensuring that our offerings and services comply with these changing statutory and regulatory requirements, which could make our solutions less offerings and services comply with these changing statutory and regulatory requirements, which could make our solutions less attractive to our clients and students, and we expect to incur ongoing costs of compliance. attractive to our clients and students, and we expect to incur ongoing costs of compliance. Our activities are subject to federal and state laws and regulations and other requirements. Our activities are subject to federal and state laws and regulations and other requirements. Although we are not an institution of higher education, we are required to comply with certain education laws and Although we are not an institution of higher education, we are required to comply with certain education laws and regulations as a result of our role as a service provider to higher education institutions, either directly or indirectly through our regulations as a result of our role as a service provider to higher education institutions, either directly or indirectly through our contractual arrangements with university clients. Failure to comply with these laws and regulations could result in breach of contractual arrangements with university clients. Failure to comply with these laws and regulations could result in breach of contract and indemnification claims and could cause damage to our reputation and impair our ability to grow our business and contract and indemnification claims and could cause damage to our reputation and impair our ability to grow our business and achieve profitability. achieve profitability. Activities of the U.S. Congress or Department of Education could result in adverse legislation or regulatory actions or Activities of the U.S. Congress or Department of Education could result in adverse legislation or regulatory actions or investigations. investigations. The process of reauthorization of the HEA is expected to continue until the HEA is updated. Congressional hearings may The process of reauthorization of the HEA is expected to continue until the HEA is updated. Congressional hearings may be scheduled by the U.S. Senate Committee on Health, Education, Labor and Pensions, the U.S. House of Representatives be scheduled by the U.S. Senate Committee on Health, Education, Labor and Pensions, the U.S. House of Representatives Committee on Education and the Workforce and other Congressional committees regarding various aspects of the education Committee on Education and the Workforce and other Congressional committees regarding various aspects of the education industry, including accreditation matters, student debt, student recruiting, cost of tuition, distance learning, competency-based industry, including accreditation matters, student debt, student recruiting, cost of tuition, distance learning, competency-based learning, student success and outcomes and other matters. Future hearings may include a discussion of the role of online learning, student success and outcomes and other matters. Future hearings may include a discussion of the role of online program management companies. program management companies. The increased scrutiny and results-based accountability initiatives in the education sector, as well as ongoing policy The increased scrutiny and results-based accountability initiatives in the education sector, as well as ongoing policy differences in Congress regarding spending levels and other issues, could lead to significant changes in connection with the differences in Congress regarding spending levels and other issues, could lead to significant changes in connection with the reauthorization of the HEA or otherwise. These changes may result in new or additional regulatory burdens on postsecondary reauthorization of the HEA or otherwise. These changes may result in new or additional regulatory burdens on postsecondary schools generally, and specific initiatives may be targeted at or have an impact upon companies like us that serve higher schools generally, and specific initiatives may be targeted at or have an impact upon companies like us that serve higher education. The adoption of any laws or regulations that limit our ability to provide our services to our university clients could education. The adoption of any laws or regulations that limit our ability to provide our services to our university clients could compromise our ability to drive revenue through their programs or make our platform less attractive to them. Congress could compromise our ability to drive revenue through their programs or make our platform less attractive to them. Congress could also enact laws, authorize regulations or revise guidance that requires us to modify our practices in ways that could increase our also enact laws, authorize regulations or revise guidance that requires us to modify our practices in ways that could increase our costs or decrease our revenues. costs or decrease our revenues. In addition, ongoing regulatory activities and initiatives of the DOE may have similar consequences for our business even In addition, ongoing regulatory activities and initiatives of the DOE may have similar consequences for our business even in the absence of Congressional action. For example, DOE completed new rulemaking processes in 2022 that may impact our in the absence of Congressional action. For example, DOE completed new rulemaking processes in 2022 that may impact our partners. While the most recent regulatory changes do not impact our business model, DOE has released a new rulemaking partners. While the most recent regulatory changes do not impact our business model, DOE has released a new rulemaking agenda, issued new guidance and indicated it intends to consider future regulatory and guidance changes in 2023, some of agenda, issued new guidance and indicated it intends to consider future regulatory and guidance changes in 2023, some of which may impact us or our partners. We cannot predict with certainty what these future changes will be, or whether they will which may impact us or our partners. We cannot predict with certainty what these future changes will be, or whether they will lead to any additional reports that may impact our business in the future. lead to any additional reports that may impact our business in the future. Each institution that participates in Title IV programs agrees it will not “provide any commission, bonus, or other incentive Each institution that participates in Title IV programs agrees it will not “provide any commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of Title IV, HEA program funds.” Virtually all of our university clients participate in Title IV Programs. Title IV, HEA program funds.” Virtually all of our university clients participate in Title IV Programs. Although this rule, referred to as the incentive compensation rule, generally prohibits entities or individuals from receiving Although this rule, referred to as the incentive compensation rule, generally prohibits entities or individuals from receiving incentive-based compensation payments for the successful recruitment, admission or enrollment of students, the DOE provided incentive-based compensation payments for the successful recruitment, admission or enrollment of students, the DOE provided official policy guidance in 2011 permitting tuition revenue-sharing arrangements known as the “bundled services rule.” Our official policy guidance in 2011 permitting tuition revenue-sharing arrangements known as the “bundled services rule.” Our current business model relies in part on the bundled services rule to enter into tuition revenue-sharing agreements with our current business model relies in part on the bundled services rule to enter into tuition revenue-sharing agreements with our university clients. university clients. Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a “dear colleague” letter, or DCL, and is not codified by statute or regulation, there is risk that the rule could be altered or “dear colleague” letter, or DCL, and is not codified by statute or regulation, there is risk that the rule could be altered or removed without customary administrative procedural requirements, such as adequate prior notice, that accompany formal removed without customary administrative procedural requirements, such as adequate prior notice, that accompany formal agency rulemaking. Although the DCL remains the longstanding policy, the DOE has provided notice that they intend to review agency rulemaking. Although the DCL remains the longstanding policy, the DOE has provided notice that they intend to review the bundled services rule in March 2023 with the intent to improve the guidance on the incentive compensation rule with the bundled services rule in March 2023 with the intent to improve the guidance on the incentive compensation rule with respect to bundled services. respect to bundled services. In addition, the legal weight the DCL would carry in any litigation over the propriety of any specific compensation or In addition, the legal weight the DCL would carry in any litigation over the propriety of any specific compensation or revenue sharing arrangements under the HEA or the incentive compensation rule is uncertain. We can offer no assurances as to revenue sharing arrangements under the HEA or the incentive compensation rule is uncertain. We can offer no assurances as to how the DCL would be interpreted by a court. The revision, removal or invalidation of the bundled services rule by Congress, how the DCL would be interpreted by a court. The revision, removal or invalidation of the bundled services rule by Congress, the DOE or a court, whether in an action involving our company or our university clients, or in an action that does not involve the DOE or a court, whether in an action involving our company or our university clients, or in an action that does not involve us, could require us to change our business model and renegotiate the terms of many of our university client contracts and could us, could require us to change our business model and renegotiate the terms of many of our university client contracts and could compromise our ability to generate revenue or otherwise adversely impact our business. compromise our ability to generate revenue or otherwise adversely impact our business. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities. substantial fines, sanctions or other liabilities. Even though the DCL issued in 2011 clarifies that tuition revenue-sharing arrangements with our university clients are Even though the DCL issued in 2011 clarifies that tuition revenue-sharing arrangements with our university clients are permissible, we are still subject to other provisions of the incentive compensation rule that prohibit us from offering to our permissible, we are still subject to other provisions of the incentive compensation rule that prohibit us from offering to our employees who are involved with or responsible for recruiting or admissions activities any bonus or incentive-based employees who are involved with or responsible for recruiting or admissions activities any bonus or incentive-based compensation based on the successful identification, admission or enrollment of students into any institution. If we or our compensation based on the successful identification, admission or enrollment of students into any institution. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities, including liabilities related to “whistleblower” claims under the federal False Claims Act. fines, sanctions or other liabilities, including liabilities related to “whistleblower” claims under the federal False Claims Act. Any such claims, even if without merit, could require us to incur significant costs to defend the claim, distract management’s Any such claims, even if without merit, could require us to incur significant costs to defend the claim, distract management’s attention and damage our reputation. attention and damage our reputation. If we or our university clients fail to meet DOE’s third party servicer requirements, we may incur liabilities, or be fined, If we or our university clients fail to meet DOE’s third party servicer requirements, we may incur liabilities, or be fined, limited, suspended or terminated from participating as a third-party servicer of Title IV programs. limited, suspended or terminated from participating as a third-party servicer of Title IV programs. The DOE has issued revised guidance indicating that entities like ours performing the functions of student recruiting The DOE has issued revised guidance indicating that entities like ours performing the functions of student recruiting and retention, the provision of software products and services involving Title IV administration activities, and the provision of and retention, the provision of software products and services involving Title IV administration activities, and the provision of educational content and instruction, among other things, are now deemed “third-party servicers”. Institutions of higher educational content and instruction, among other things, are now deemed “third-party servicers”. Institutions of higher education that contract with third party servicers are subject to reporting requirements with respect to such entities, and the education that contract with third party servicers are subject to reporting requirements with respect to such entities, and the entities themselves are subject to annual audits of the Title IV-relevant functions they perform, if such functions are covered by entities themselves are subject to annual audits of the Title IV-relevant functions they perform, if such functions are covered by the DOE audit guide then in effect. If the DOE determines that a third party servicer has not met DOE regulations or has the DOE audit guide then in effect. If the DOE determines that a third party servicer has not met DOE regulations or has violated its fiduciary duty, the DOE may fine the third-party servicer or limit, suspend or terminate the third party servicer’s violated its fiduciary duty, the DOE may fine the third-party servicer or limit, suspend or terminate the third party servicer’s participation in Title IV programs. In addition, third party servicers and their institutional partners are jointly and severally participation in Title IV programs. In addition, third party servicers and their institutional partners are jointly and severally liable for violating Title IV requirements. liable for violating Title IV requirements. If we or our subcontractors or agents violate the misrepresentation rule, or similar international, federal and state If we or our subcontractors or agents violate the misrepresentation rule, or similar international, federal and state regulatory requirements, we could face fines, sanctions and other liabilities. regulatory requirements, we could face fines, sanctions and other liabilities. We are required to comply with other regulations promulgated by the DOE that affect our student acquisition We are required to comply with other regulations promulgated by the DOE that affect our student acquisition activities, including the misrepresentation rule. The misrepresentation rule is broad in scope and applies to statements our activities, including the misrepresentation rule. The misrepresentation rule is broad in scope and applies to statements our employees, subcontractors or agents may make about the nature of a university client’s program, a university client’s financial employees, subcontractors or agents may make about the nature of a university client’s program, a university client’s financial charges or the employability of a university client’s program graduates. A violation of this rule, FTC rules or other charges or the employability of a university client’s program graduates. A violation of this rule, FTC rules or other international, federal or state regulations applicable to our marketing activities by our university client, an employee, international, federal or state regulations applicable to our marketing activities by our university client, an employee, 32 32 33 33 Risks Related to Regulation of Our Business and That of Our University Clients Risks Related to Regulation of Our Business and That of Our University Clients Our business model relies on university client institutions complying with federal and state laws and regulations. Our business model relies on university client institutions complying with federal and state laws and regulations. Higher education is heavily regulated. All of our university clients in the United States and certain university clients Higher education is heavily regulated. All of our university clients in the United States and certain university clients outside of the United States participate in Title IV federal student financial assistance programs under the HEA of 1965, as outside of the United States participate in Title IV federal student financial assistance programs under the HEA of 1965, as amended, or HEA, and are subject to extensive regulation by the DOE, as well as various state agencies, licensing boards and amended, or HEA, and are subject to extensive regulation by the DOE, as well as various state agencies, licensing boards and accrediting commissions. To participate in the Title IV programs, an institution must receive and maintain authorization by the accrediting commissions. To participate in the Title IV programs, an institution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accrediting commission recognized by the DOE, and be certified by appropriate state education agencies, be accredited by an accrediting commission recognized by the DOE, and be certified by the DOE as an eligible institution. If a university client participating in Title IV was found to be in non-compliance with any of the DOE as an eligible institution. If a university client participating in Title IV was found to be in non-compliance with any of these laws, regulations, standards or policies, the university client could lose some or all of its access to Title IV program funds, these laws, regulations, standards or policies, the university client could lose some or all of its access to Title IV program funds, lose the ability to offer certain programs or lose its ability to operate in certain states, any of which could cause our revenue lose the ability to offer certain programs or lose its ability to operate in certain states, any of which could cause our revenue from that university client’s program to decline. from that university client’s program to decline. The regulations, standards, guidance and policies applicable to our university clients change frequently and are often The regulations, standards, guidance and policies applicable to our university clients change frequently and are often subject to interpretation. Changes in, or new interpretations of, applicable laws, regulations, guidance or standards could subject to interpretation. Changes in, or new interpretations of, applicable laws, regulations, guidance or standards could compromise our university clients’ accreditation, authorization to operate in various states, permissible activities or use of compromise our university clients’ accreditation, authorization to operate in various states, permissible activities or use of federal funds under Title IV programs. We cannot predict with certainty how the requirements applied by our university clients’ federal funds under Title IV programs. We cannot predict with certainty how the requirements applied by our university clients’ regulators will be interpreted, or whether our university clients will be able to comply with these requirements in the future. regulators will be interpreted, or whether our university clients will be able to comply with these requirements in the future. Certain requirements of Title II and Title III of the Americans with Disabilities Act apply to us and our university clients Certain requirements of Title II and Title III of the Americans with Disabilities Act apply to us and our university clients and Section 504 of the Rehabilitation Act of 1974 applies to our university clients that receive federal funding. Further, in the and Section 504 of the Rehabilitation Act of 1974 applies to our university clients that receive federal funding. Further, in the absence of definitive federal rulemaking, the Web Content Accessibility Guidelines 2.1, a set of recommendations and technical absence of definitive federal rulemaking, the Web Content Accessibility Guidelines 2.1, a set of recommendations and technical standards for making websites accessible to individuals with disabilities published by the World Wide Web Consortium, have standards for making websites accessible to individuals with disabilities published by the World Wide Web Consortium, have become the effective standard for learner-facing aspects of our platform. We may not be successful in ensuring that our become the effective standard for learner-facing aspects of our platform. We may not be successful in ensuring that our offerings and services comply with these changing statutory and regulatory requirements, which could make our solutions less offerings and services comply with these changing statutory and regulatory requirements, which could make our solutions less attractive to our clients and students, and we expect to incur ongoing costs of compliance. attractive to our clients and students, and we expect to incur ongoing costs of compliance. Our activities are subject to federal and state laws and regulations and other requirements. Our activities are subject to federal and state laws and regulations and other requirements. Although we are not an institution of higher education, we are required to comply with certain education laws and Although we are not an institution of higher education, we are required to comply with certain education laws and regulations as a result of our role as a service provider to higher education institutions, either directly or indirectly through our regulations as a result of our role as a service provider to higher education institutions, either directly or indirectly through our contractual arrangements with university clients. Failure to comply with these laws and regulations could result in breach of contractual arrangements with university clients. Failure to comply with these laws and regulations could result in breach of contract and indemnification claims and could cause damage to our reputation and impair our ability to grow our business and contract and indemnification claims and could cause damage to our reputation and impair our ability to grow our business and Activities of the U.S. Congress or Department of Education could result in adverse legislation or regulatory actions or Activities of the U.S. Congress or Department of Education could result in adverse legislation or regulatory actions or achieve profitability. achieve profitability. investigations. investigations. The process of reauthorization of the HEA is expected to continue until the HEA is updated. Congressional hearings may The process of reauthorization of the HEA is expected to continue until the HEA is updated. Congressional hearings may be scheduled by the U.S. Senate Committee on Health, Education, Labor and Pensions, the U.S. House of Representatives be scheduled by the U.S. Senate Committee on Health, Education, Labor and Pensions, the U.S. House of Representatives Committee on Education and the Workforce and other Congressional committees regarding various aspects of the education Committee on Education and the Workforce and other Congressional committees regarding various aspects of the education industry, including accreditation matters, student debt, student recruiting, cost of tuition, distance learning, competency-based industry, including accreditation matters, student debt, student recruiting, cost of tuition, distance learning, competency-based learning, student success and outcomes and other matters. Future hearings may include a discussion of the role of online learning, student success and outcomes and other matters. Future hearings may include a discussion of the role of online program management companies. program management companies. The increased scrutiny and results-based accountability initiatives in the education sector, as well as ongoing policy The increased scrutiny and results-based accountability initiatives in the education sector, as well as ongoing policy differences in Congress regarding spending levels and other issues, could lead to significant changes in connection with the differences in Congress regarding spending levels and other issues, could lead to significant changes in connection with the reauthorization of the HEA or otherwise. These changes may result in new or additional regulatory burdens on postsecondary reauthorization of the HEA or otherwise. These changes may result in new or additional regulatory burdens on postsecondary schools generally, and specific initiatives may be targeted at or have an impact upon companies like us that serve higher schools generally, and specific initiatives may be targeted at or have an impact upon companies like us that serve higher education. The adoption of any laws or regulations that limit our ability to provide our services to our university clients could education. The adoption of any laws or regulations that limit our ability to provide our services to our university clients could compromise our ability to drive revenue through their programs or make our platform less attractive to them. Congress could compromise our ability to drive revenue through their programs or make our platform less attractive to them. Congress could also enact laws, authorize regulations or revise guidance that requires us to modify our practices in ways that could increase our also enact laws, authorize regulations or revise guidance that requires us to modify our practices in ways that could increase our costs or decrease our revenues. costs or decrease our revenues. In addition, ongoing regulatory activities and initiatives of the DOE may have similar consequences for our business even In addition, ongoing regulatory activities and initiatives of the DOE may have similar consequences for our business even in the absence of Congressional action. For example, DOE completed new rulemaking processes in 2022 that may impact our in the absence of Congressional action. For example, DOE completed new rulemaking processes in 2022 that may impact our partners. While the most recent regulatory changes do not impact our business model, DOE has released a new rulemaking partners. While the most recent regulatory changes do not impact our business model, DOE has released a new rulemaking agenda, issued new guidance and indicated it intends to consider future regulatory and guidance changes in 2023, some of agenda, issued new guidance and indicated it intends to consider future regulatory and guidance changes in 2023, some of which may impact us or our partners. We cannot predict with certainty what these future changes will be, or whether they will which may impact us or our partners. We cannot predict with certainty what these future changes will be, or whether they will lead to any additional reports that may impact our business in the future. lead to any additional reports that may impact our business in the future. Our business model, which depends on our ability to receive a share of tuition revenue as payment from our university Our business model, which depends on our ability to receive a share of tuition revenue as payment from our university clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and clients, has been validated by a DOE “dear colleague” letter, but such validation is not codified by statute or regulation and may be subject to change. may be subject to change. Each institution that participates in Title IV programs agrees it will not “provide any commission, bonus, or other incentive Each institution that participates in Title IV programs agrees it will not “provide any commission, bonus, or other incentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of person or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of Title IV, HEA program funds.” Virtually all of our university clients participate in Title IV Programs. Title IV, HEA program funds.” Virtually all of our university clients participate in Title IV Programs. Although this rule, referred to as the incentive compensation rule, generally prohibits entities or individuals from receiving Although this rule, referred to as the incentive compensation rule, generally prohibits entities or individuals from receiving incentive-based compensation payments for the successful recruitment, admission or enrollment of students, the DOE provided incentive-based compensation payments for the successful recruitment, admission or enrollment of students, the DOE provided official policy guidance in 2011 permitting tuition revenue-sharing arrangements known as the “bundled services rule.” Our official policy guidance in 2011 permitting tuition revenue-sharing arrangements known as the “bundled services rule.” Our current business model relies in part on the bundled services rule to enter into tuition revenue-sharing agreements with our current business model relies in part on the bundled services rule to enter into tuition revenue-sharing agreements with our university clients. university clients. Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a “dear colleague” letter, or DCL, and is not codified by statute or regulation, there is risk that the rule could be altered or “dear colleague” letter, or DCL, and is not codified by statute or regulation, there is risk that the rule could be altered or removed without customary administrative procedural requirements, such as adequate prior notice, that accompany formal removed without customary administrative procedural requirements, such as adequate prior notice, that accompany formal agency rulemaking. Although the DCL remains the longstanding policy, the DOE has provided notice that they intend to review agency rulemaking. Although the DCL remains the longstanding policy, the DOE has provided notice that they intend to review the bundled services rule in March 2023 with the intent to improve the guidance on the incentive compensation rule with the bundled services rule in March 2023 with the intent to improve the guidance on the incentive compensation rule with respect to bundled services. respect to bundled services. In addition, the legal weight the DCL would carry in any litigation over the propriety of any specific compensation or In addition, the legal weight the DCL would carry in any litigation over the propriety of any specific compensation or revenue sharing arrangements under the HEA or the incentive compensation rule is uncertain. We can offer no assurances as to revenue sharing arrangements under the HEA or the incentive compensation rule is uncertain. We can offer no assurances as to how the DCL would be interpreted by a court. The revision, removal or invalidation of the bundled services rule by Congress, how the DCL would be interpreted by a court. The revision, removal or invalidation of the bundled services rule by Congress, the DOE or a court, whether in an action involving our company or our university clients, or in an action that does not involve the DOE or a court, whether in an action involving our company or our university clients, or in an action that does not involve us, could require us to change our business model and renegotiate the terms of many of our university client contracts and could us, could require us to change our business model and renegotiate the terms of many of our university client contracts and could compromise our ability to generate revenue or otherwise adversely impact our business. compromise our ability to generate revenue or otherwise adversely impact our business. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities. substantial fines, sanctions or other liabilities. Even though the DCL issued in 2011 clarifies that tuition revenue-sharing arrangements with our university clients are Even though the DCL issued in 2011 clarifies that tuition revenue-sharing arrangements with our university clients are permissible, we are still subject to other provisions of the incentive compensation rule that prohibit us from offering to our permissible, we are still subject to other provisions of the incentive compensation rule that prohibit us from offering to our employees who are involved with or responsible for recruiting or admissions activities any bonus or incentive-based employees who are involved with or responsible for recruiting or admissions activities any bonus or incentive-based compensation based on the successful identification, admission or enrollment of students into any institution. If we or our compensation based on the successful identification, admission or enrollment of students into any institution. If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial subcontractors or agents violate the incentive compensation rule, we could be liable to our university clients for substantial fines, sanctions or other liabilities, including liabilities related to “whistleblower” claims under the federal False Claims Act. fines, sanctions or other liabilities, including liabilities related to “whistleblower” claims under the federal False Claims Act. Any such claims, even if without merit, could require us to incur significant costs to defend the claim, distract management’s Any such claims, even if without merit, could require us to incur significant costs to defend the claim, distract management’s attention and damage our reputation. attention and damage our reputation. If we or our university clients fail to meet DOE’s third party servicer requirements, we may incur liabilities, or be fined, If we or our university clients fail to meet DOE’s third party servicer requirements, we may incur liabilities, or be fined, limited, suspended or terminated from participating as a third-party servicer of Title IV programs. limited, suspended or terminated from participating as a third-party servicer of Title IV programs. The DOE has issued revised guidance indicating that entities like ours performing the functions of student recruiting The DOE has issued revised guidance indicating that entities like ours performing the functions of student recruiting and retention, the provision of software products and services involving Title IV administration activities, and the provision of and retention, the provision of software products and services involving Title IV administration activities, and the provision of educational content and instruction, among other things, are now deemed “third-party servicers”. Institutions of higher educational content and instruction, among other things, are now deemed “third-party servicers”. Institutions of higher education that contract with third party servicers are subject to reporting requirements with respect to such entities, and the education that contract with third party servicers are subject to reporting requirements with respect to such entities, and the entities themselves are subject to annual audits of the Title IV-relevant functions they perform, if such functions are covered by entities themselves are subject to annual audits of the Title IV-relevant functions they perform, if such functions are covered by the DOE audit guide then in effect. If the DOE determines that a third party servicer has not met DOE regulations or has the DOE audit guide then in effect. If the DOE determines that a third party servicer has not met DOE regulations or has violated its fiduciary duty, the DOE may fine the third-party servicer or limit, suspend or terminate the third party servicer’s violated its fiduciary duty, the DOE may fine the third-party servicer or limit, suspend or terminate the third party servicer’s participation in Title IV programs. In addition, third party servicers and their institutional partners are jointly and severally participation in Title IV programs. In addition, third party servicers and their institutional partners are jointly and severally liable for violating Title IV requirements. liable for violating Title IV requirements. If we or our subcontractors or agents violate the misrepresentation rule, or similar international, federal and state If we or our subcontractors or agents violate the misrepresentation rule, or similar international, federal and state regulatory requirements, we could face fines, sanctions and other liabilities. regulatory requirements, we could face fines, sanctions and other liabilities. We are required to comply with other regulations promulgated by the DOE that affect our student acquisition We are required to comply with other regulations promulgated by the DOE that affect our student acquisition activities, including the misrepresentation rule. The misrepresentation rule is broad in scope and applies to statements our activities, including the misrepresentation rule. The misrepresentation rule is broad in scope and applies to statements our employees, subcontractors or agents may make about the nature of a university client’s program, a university client’s financial employees, subcontractors or agents may make about the nature of a university client’s program, a university client’s financial charges or the employability of a university client’s program graduates. A violation of this rule, FTC rules or other charges or the employability of a university client’s program graduates. A violation of this rule, FTC rules or other international, federal or state regulations applicable to our marketing activities by our university client, an employee, international, federal or state regulations applicable to our marketing activities by our university client, an employee, 32 32 33 33 subcontractor or agent performing services for clients could lead to governmental investigations and sanctions, hurt our subcontractor or agent performing services for clients could lead to governmental investigations and sanctions, hurt our reputation, result in the termination of university client contracts, require us to pay fines or other monetary penalties or require reputation, result in the termination of university client contracts, require us to pay fines or other monetary penalties or require us to pay the costs associated with indemnifying a university client from private claims or government investigations. us to pay the costs associated with indemnifying a university client from private claims or government investigations. If our university clients fail to maintain their state authorizations, or we or our university clients violate other state laws and If our university clients fail to maintain their state authorizations, or we or our university clients violate other state laws and regulations, students in their offerings could be adversely affected and we could lose our ability to operate in that state and regulations, students in their offerings could be adversely affected and we could lose our ability to operate in that state and provide services to these university clients. provide services to these university clients. Our university clients must be authorized in certain states to offer online educational offerings, engage in recruiting and Our university clients must be authorized in certain states to offer online educational offerings, engage in recruiting and operate externships, internships, clinical training or other forms of field experience, depending on state law. The loss of or operate externships, internships, clinical training or other forms of field experience, depending on state law. The loss of or failure to obtain state authorization would, among other things, limit the ability of a university client to enroll students in that failure to obtain state authorization would, among other things, limit the ability of a university client to enroll students in that state, render the university client and its students ineligible to participate in Title IV programs in that state, diminish the state, render the university client and its students ineligible to participate in Title IV programs in that state, diminish the attractiveness of the university client’s offering and ultimately compromise our ability to generate revenue and become attractiveness of the university client’s offering and ultimately compromise our ability to generate revenue and become profitable. profitable. In addition, if we or any of our university clients fail to comply with any state agency’s rules, regulations or standards In addition, if we or any of our university clients fail to comply with any state agency’s rules, regulations or standards beyond authorizations, the state agency or state attorney general could limit the ability of the university client to offer beyond authorizations, the state agency or state attorney general could limit the ability of the university client to offer educational offerings in that state or limit our ability to perform our contractual obligations to our university client in that state. educational offerings in that state or limit our ability to perform our contractual obligations to our university client in that state. If our university clients fail to maintain institutional or programmatic accreditation for their offerings, our revenue could be If our university clients fail to maintain institutional or programmatic accreditation for their offerings, our revenue could be materially affected. materially affected. The loss or suspension of a university client’s accreditation or other adverse action by the university client’s institutional or The loss or suspension of a university client’s accreditation or other adverse action by the university client’s institutional or programmatic accreditor would render the institution or its offerings ineligible to participate in Title IV programs, could prevent programmatic accreditor would render the institution or its offerings ineligible to participate in Title IV programs, could prevent the university client from offering certain educational offerings and, for certain degree-granting programs, could make it the university client from offering certain educational offerings and, for certain degree-granting programs, could make it impossible for the graduates of the university client’s program to obtain employment in the profession for which they trained. If impossible for the graduates of the university client’s program to obtain employment in the profession for which they trained. If any of these results occurs, it could hurt our ability to generate revenue from that offering. any of these results occurs, it could hurt our ability to generate revenue from that offering. Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within certain states. certain states. Our university clients are required to obtain the appropriate approvals from the DOE and applicable state and accrediting Our university clients are required to obtain the appropriate approvals from the DOE and applicable state and accrediting regulatory agencies for new programs or locations, which may be conditioned, delayed or denied in a manner that could impair regulatory agencies for new programs or locations, which may be conditioned, delayed or denied in a manner that could impair our strategic plans and future growth. Regulatory constraints have resulted in delays to various approvals our university clients our strategic plans and future growth. Regulatory constraints have resulted in delays to various approvals our university clients are requesting, and such delays could in turn delay the timing of our ability to generate revenue from our university clients’ are requesting, and such delays could in turn delay the timing of our ability to generate revenue from our university clients’ programs. programs. If more state agencies require specialized approval of our university clients’ offerings, our operating costs could increase If more state agencies require specialized approval of our university clients’ offerings, our operating costs could increase significantly, approval times could lag, or we could be prohibited from operating in certain states. significantly, approval times could lag, or we could be prohibited from operating in certain states. In addition to state licensing agencies, our university clients may be required to obtain approval from professional licensing In addition to state licensing agencies, our university clients may be required to obtain approval from professional licensing boards in certain states to offer specialized programs in specific fields of study. Currently, relatively few states require boards in certain states to offer specialized programs in specific fields of study. Currently, relatively few states require institutions to obtain professional board approval for their online educational offerings. However, more states could pass laws institutions to obtain professional board approval for their online educational offerings. However, more states could pass laws requiring our university clients’ offerings, such as graduate programs in teaching or nursing, to obtain approval from state requiring our university clients’ offerings, such as graduate programs in teaching or nursing, to obtain approval from state professional boards. If a significant number of states pass additional laws requiring schools to obtain professional board professional boards. If a significant number of states pass additional laws requiring schools to obtain professional board approval, the cost of obtaining all necessary state approvals could dramatically increase, which could make our platform less approval, the cost of obtaining all necessary state approvals could dramatically increase, which could make our platform less attractive to university clients, and these university clients could be barred from operating in some states entirely. attractive to university clients, and these university clients could be barred from operating in some states entirely. Evolving regulations and legal obligations related to data privacy, data protection and information security, and our actual Evolving regulations and legal obligations related to data privacy, data protection and information security, and our actual or perceived failure to comply with such obligations, could have an adverse effect on our business. or perceived failure to comply with such obligations, could have an adverse effect on our business. The legislative and regulatory framework for privacy and data security is rapidly evolving and likely is to remain uncertain The legislative and regulatory framework for privacy and data security is rapidly evolving and likely is to remain uncertain for the foreseeable future. In providing our platform to university clients and in operating our business, we collect and process for the foreseeable future. In providing our platform to university clients and in operating our business, we collect and process regulated personal information from students, faculty, prospective students and employees. Our handling of this personal regulated personal information from students, faculty, prospective students and employees. Our handling of this personal information is subject to a variety of laws and regulations, which have been adopted by federal, state and foreign governments information is subject to a variety of laws and regulations, which have been adopted by federal, state and foreign governments to regulate the collection, distribution, use and storage of personal information. Any failure or perceived failure by us to comply to regulate the collection, distribution, use and storage of personal information. Any failure or perceived failure by us to comply with these data protection laws and regulations or any security incident that results in the unauthorized release or transfer of this with these data protection laws and regulations or any security incident that results in the unauthorized release or transfer of this personal information in our possession, could result in government enforcement actions, litigation, fines and penalties or personal information in our possession, could result in government enforcement actions, litigation, fines and penalties or adverse publicity, all of which could have an adverse effect on our reputation and business. adverse publicity, all of which could have an adverse effect on our reputation and business. Various federal, state and foreign legislative, regulatory or other governmental bodies have adopted laws or regulations Various federal, state and foreign legislative, regulatory or other governmental bodies have adopted laws or regulations concerning privacy, security, data storage and data protection that could materially adversely impact our business. Moreover, concerning privacy, security, data storage and data protection that could materially adversely impact our business. Moreover, much of the personal information we collect and process is regulated by multiple privacy laws across various jurisdictions. For much of the personal information we collect and process is regulated by multiple privacy laws across various jurisdictions. For example, the General Data Protection Regulation (“GDPR”), which took effect in May 2018, introduced robust requirements example, the General Data Protection Regulation (“GDPR”), which took effect in May 2018, introduced robust requirements for the protection of personal data of individuals in the European Union (“EU”) and substantial fines for non-compliance, for the protection of personal data of individuals in the European Union (“EU”) and substantial fines for non-compliance, including fines up to 4% of a Company’s annual global revenue. However, with the withdrawal of the United Kingdom (“UK”) including fines up to 4% of a Company’s annual global revenue. However, with the withdrawal of the United Kingdom (“UK”) from the EU in 2020, we must also now comply with the local laws of that jurisdiction such as the UK Data Protection Act from the EU in 2020, we must also now comply with the local laws of that jurisdiction such as the UK Data Protection Act 2018 and the UK General Data Protection Regulation. This introduces the risk of possible enforcement from a separate data 2018 and the UK General Data Protection Regulation. This introduces the risk of possible enforcement from a separate data protection authority, with its distinct power to impose substantial fines for non-compliance. As another example, in July 2020, protection authority, with its distinct power to impose substantial fines for non-compliance. As another example, in July 2020, South Africa’s privacy law known as the Protection of Personal Information Act became effective, mandating new South Africa’s privacy law known as the Protection of Personal Information Act became effective, mandating new requirements for processing of personal information by entities domiciled in South Africa, and our Company must comply with requirements for processing of personal information by entities domiciled in South Africa, and our Company must comply with these laws. these laws. We are also subject to evolving EU rules on data transfer, as we may transfer personal data from the European Economic We are also subject to evolving EU rules on data transfer, as we may transfer personal data from the European Economic Area to other jurisdictions. The invalidation of the EU-U.S. Privacy Shield framework in July 2020 and introduction of updated Area to other jurisdictions. The invalidation of the EU-U.S. Privacy Shield framework in July 2020 and introduction of updated Standard Contractual Clauses (SCC) in 2021 for alternative means of cross-border data transfer, results in additional complexity Standard Contractual Clauses (SCC) in 2021 for alternative means of cross-border data transfer, results in additional complexity and risk to our compliance measures. and risk to our compliance measures. Moreover, other new regulations, such as the Digital Services Act, which entered into force in the UK on November 16, Moreover, other new regulations, such as the Digital Services Act, which entered into force in the UK on November 16, 2022, and California’s Age Appropriate Design Code, passed in August 2022 and going into effect in July 2024, place 2022, and California’s Age Appropriate Design Code, passed in August 2022 and going into effect in July 2024, place additional obligations on online platforms and the ways in which they handle, share and disclose data. additional obligations on online platforms and the ways in which they handle, share and disclose data. In the U.S., the California Consumer Privacy Act (“CCPA”) took effect in January 2020. Pursuant to the CCPA, we are In the U.S., the California Consumer Privacy Act (“CCPA”) took effect in January 2020. Pursuant to the CCPA, we are required, among other things, to meet certain enhanced notice requirements to California residents regarding our use or required, among other things, to meet certain enhanced notice requirements to California residents regarding our use or disclosure of their personal information, allow California residents to opt-out of certain uses and disclosures of their personal disclosure of their personal information, allow California residents to opt-out of certain uses and disclosures of their personal information without penalty, and provide Californians with other choices related to personal data in our possession. The information without penalty, and provide Californians with other choices related to personal data in our possession. The California Attorney General may seek substantial monetary penalties and injunctive relief in the event of our non-compliance California Attorney General may seek substantial monetary penalties and injunctive relief in the event of our non-compliance with the CCPA. The CCPA also allows for private lawsuits from Californians in the event of certain data breaches. The CCPA with the CCPA. The CCPA also allows for private lawsuits from Californians in the event of certain data breaches. The CCPA was amended by the California Privacy Rights Act (“CPRA”), which went into effect on January 1, 2023 (regulations pending). was amended by the California Privacy Rights Act (“CPRA”), which went into effect on January 1, 2023 (regulations pending). CPRA places additional obligations on covered businesses regarding consumer opt-out rights and use of sensitive data, among CPRA places additional obligations on covered businesses regarding consumer opt-out rights and use of sensitive data, among other requirements. Moreover, Virginia, Utah, Connecticut and Colorado all have passed new privacy laws that either went into other requirements. Moreover, Virginia, Utah, Connecticut and Colorado all have passed new privacy laws that either went into effect in 2022 or will go into effect in 2023. Without an overarching federal law driving privacy compliance in the U.S., the risk effect in 2022 or will go into effect in 2023. Without an overarching federal law driving privacy compliance in the U.S., the risk is high of a patchwork of privacy legislation formed by individual state laws, similar to the states’ approach to breach is high of a patchwork of privacy legislation formed by individual state laws, similar to the states’ approach to breach notification obligations. This could not only increase costs for compliance but also raise the risk of enforcement by individual notification obligations. This could not only increase costs for compliance but also raise the risk of enforcement by individual state attorneys general. state attorneys general. We also expect that there will continue to be new proposed laws, regulations, rulings and industry standards concerning We also expect that there will continue to be new proposed laws, regulations, rulings and industry standards concerning privacy, security, data storage and data protection in the U.S., the EU and other jurisdictions, and we cannot yet determine the privacy, security, data storage and data protection in the U.S., the EU and other jurisdictions, and we cannot yet determine the impact such future laws, regulations, rulings and standards may have on our business. For example, the European ePrivacy impact such future laws, regulations, rulings and standards may have on our business. For example, the European ePrivacy Directive (Directive 2002/58/EC, as amended by Directive 2009/136/EC), which obliges EU member states to introduce certain Directive (Directive 2002/58/EC, as amended by Directive 2009/136/EC), which obliges EU member states to introduce certain national laws regulating privacy in the electronic communications sector, will soon be replaced by the ePrivacy Regulation. As national laws regulating privacy in the electronic communications sector, will soon be replaced by the ePrivacy Regulation. As the text of the ePrivacy Regulation is still under development and in draft form, and as further guidance is issued and the text of the ePrivacy Regulation is still under development and in draft form, and as further guidance is issued and interpretations of both the ePrivacy Regulation and the GDPR develop, it is difficult to assess the impact of either on our interpretations of both the ePrivacy Regulation and the GDPR develop, it is difficult to assess the impact of either on our business or operations, but it may require us to modify our data practices and policies. In addition, in 2021 new privacy laws business or operations, but it may require us to modify our data practices and policies. In addition, in 2021 new privacy laws were passed in China, Brazil and other jurisdictions, and many countries are considering updates to their current data protection were passed in China, Brazil and other jurisdictions, and many countries are considering updates to their current data protection regulations, including Australia and India. regulations, including Australia and India. Complying with these and other changing requirements could cause us to incur substantial costs, or require us to change Complying with these and other changing requirements could cause us to incur substantial costs, or require us to change our business practices, any of which could materially adversely affect our business and operating results. our business practices, any of which could materially adversely affect our business and operating results. We are required to comply with the Family Educational Rights and Privacy Act, or FERPA, and failure to do so could harm We are required to comply with the Family Educational Rights and Privacy Act, or FERPA, and failure to do so could harm our reputation and negatively affect our business. our reputation and negatively affect our business. FERPA generally prohibits an institution of higher education participating in Title IV programs from disclosing personally FERPA generally prohibits an institution of higher education participating in Title IV programs from disclosing personally identifiable information from a student’s education records without the student’s consent. Our university clients and their identifiable information from a student’s education records without the student’s consent. Our university clients and their students disclose to us certain information that originates from or comprises a student education record under FERPA. As an students disclose to us certain information that originates from or comprises a student education record under FERPA. As an entity that provides services to institutions participating in Title IV programs, we are indirectly subject to FERPA, and we may entity that provides services to institutions participating in Title IV programs, we are indirectly subject to FERPA, and we may not transfer or otherwise disclose any personally identifiable information from a student record to another party other than in a not transfer or otherwise disclose any personally identifiable information from a student record to another party other than in a manner permitted under the statute. If we violate FERPA, it could result in a material breach of contract with one or more of our manner permitted under the statute. If we violate FERPA, it could result in a material breach of contract with one or more of our 34 34 35 35 subcontractor or agent performing services for clients could lead to governmental investigations and sanctions, hurt our subcontractor or agent performing services for clients could lead to governmental investigations and sanctions, hurt our reputation, result in the termination of university client contracts, require us to pay fines or other monetary penalties or require reputation, result in the termination of university client contracts, require us to pay fines or other monetary penalties or require us to pay the costs associated with indemnifying a university client from private claims or government investigations. us to pay the costs associated with indemnifying a university client from private claims or government investigations. If our university clients fail to maintain their state authorizations, or we or our university clients violate other state laws and If our university clients fail to maintain their state authorizations, or we or our university clients violate other state laws and regulations, students in their offerings could be adversely affected and we could lose our ability to operate in that state and regulations, students in their offerings could be adversely affected and we could lose our ability to operate in that state and provide services to these university clients. provide services to these university clients. Our university clients must be authorized in certain states to offer online educational offerings, engage in recruiting and Our university clients must be authorized in certain states to offer online educational offerings, engage in recruiting and operate externships, internships, clinical training or other forms of field experience, depending on state law. The loss of or operate externships, internships, clinical training or other forms of field experience, depending on state law. The loss of or failure to obtain state authorization would, among other things, limit the ability of a university client to enroll students in that failure to obtain state authorization would, among other things, limit the ability of a university client to enroll students in that state, render the university client and its students ineligible to participate in Title IV programs in that state, diminish the state, render the university client and its students ineligible to participate in Title IV programs in that state, diminish the attractiveness of the university client’s offering and ultimately compromise our ability to generate revenue and become attractiveness of the university client’s offering and ultimately compromise our ability to generate revenue and become profitable. profitable. In addition, if we or any of our university clients fail to comply with any state agency’s rules, regulations or standards In addition, if we or any of our university clients fail to comply with any state agency’s rules, regulations or standards beyond authorizations, the state agency or state attorney general could limit the ability of the university client to offer beyond authorizations, the state agency or state attorney general could limit the ability of the university client to offer educational offerings in that state or limit our ability to perform our contractual obligations to our university client in that state. educational offerings in that state or limit our ability to perform our contractual obligations to our university client in that state. If our university clients fail to maintain institutional or programmatic accreditation for their offerings, our revenue could be If our university clients fail to maintain institutional or programmatic accreditation for their offerings, our revenue could be materially affected. materially affected. The loss or suspension of a university client’s accreditation or other adverse action by the university client’s institutional or The loss or suspension of a university client’s accreditation or other adverse action by the university client’s institutional or programmatic accreditor would render the institution or its offerings ineligible to participate in Title IV programs, could prevent programmatic accreditor would render the institution or its offerings ineligible to participate in Title IV programs, could prevent the university client from offering certain educational offerings and, for certain degree-granting programs, could make it the university client from offering certain educational offerings and, for certain degree-granting programs, could make it impossible for the graduates of the university client’s program to obtain employment in the profession for which they trained. If impossible for the graduates of the university client’s program to obtain employment in the profession for which they trained. If any of these results occurs, it could hurt our ability to generate revenue from that offering. any of these results occurs, it could hurt our ability to generate revenue from that offering. Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory Our future growth could be impaired if our university clients fail to obtain timely approval from applicable regulatory agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within agencies to offer new programs, make substantive changes to existing programs or expand their programs into or within Our university clients are required to obtain the appropriate approvals from the DOE and applicable state and accrediting Our university clients are required to obtain the appropriate approvals from the DOE and applicable state and accrediting regulatory agencies for new programs or locations, which may be conditioned, delayed or denied in a manner that could impair regulatory agencies for new programs or locations, which may be conditioned, delayed or denied in a manner that could impair our strategic plans and future growth. Regulatory constraints have resulted in delays to various approvals our university clients our strategic plans and future growth. Regulatory constraints have resulted in delays to various approvals our university clients certain states. certain states. programs. programs. If more state agencies require specialized approval of our university clients’ offerings, our operating costs could increase If more state agencies require specialized approval of our university clients’ offerings, our operating costs could increase significantly, approval times could lag, or we could be prohibited from operating in certain states. significantly, approval times could lag, or we could be prohibited from operating in certain states. In addition to state licensing agencies, our university clients may be required to obtain approval from professional licensing In addition to state licensing agencies, our university clients may be required to obtain approval from professional licensing boards in certain states to offer specialized programs in specific fields of study. Currently, relatively few states require boards in certain states to offer specialized programs in specific fields of study. Currently, relatively few states require institutions to obtain professional board approval for their online educational offerings. However, more states could pass laws institutions to obtain professional board approval for their online educational offerings. However, more states could pass laws requiring our university clients’ offerings, such as graduate programs in teaching or nursing, to obtain approval from state requiring our university clients’ offerings, such as graduate programs in teaching or nursing, to obtain approval from state professional boards. If a significant number of states pass additional laws requiring schools to obtain professional board professional boards. If a significant number of states pass additional laws requiring schools to obtain professional board approval, the cost of obtaining all necessary state approvals could dramatically increase, which could make our platform less approval, the cost of obtaining all necessary state approvals could dramatically increase, which could make our platform less attractive to university clients, and these university clients could be barred from operating in some states entirely. attractive to university clients, and these university clients could be barred from operating in some states entirely. Evolving regulations and legal obligations related to data privacy, data protection and information security, and our actual Evolving regulations and legal obligations related to data privacy, data protection and information security, and our actual or perceived failure to comply with such obligations, could have an adverse effect on our business. or perceived failure to comply with such obligations, could have an adverse effect on our business. The legislative and regulatory framework for privacy and data security is rapidly evolving and likely is to remain uncertain The legislative and regulatory framework for privacy and data security is rapidly evolving and likely is to remain uncertain for the foreseeable future. In providing our platform to university clients and in operating our business, we collect and process for the foreseeable future. In providing our platform to university clients and in operating our business, we collect and process regulated personal information from students, faculty, prospective students and employees. Our handling of this personal regulated personal information from students, faculty, prospective students and employees. Our handling of this personal information is subject to a variety of laws and regulations, which have been adopted by federal, state and foreign governments information is subject to a variety of laws and regulations, which have been adopted by federal, state and foreign governments to regulate the collection, distribution, use and storage of personal information. Any failure or perceived failure by us to comply to regulate the collection, distribution, use and storage of personal information. Any failure or perceived failure by us to comply with these data protection laws and regulations or any security incident that results in the unauthorized release or transfer of this with these data protection laws and regulations or any security incident that results in the unauthorized release or transfer of this personal information in our possession, could result in government enforcement actions, litigation, fines and penalties or personal information in our possession, could result in government enforcement actions, litigation, fines and penalties or adverse publicity, all of which could have an adverse effect on our reputation and business. adverse publicity, all of which could have an adverse effect on our reputation and business. Various federal, state and foreign legislative, regulatory or other governmental bodies have adopted laws or regulations Various federal, state and foreign legislative, regulatory or other governmental bodies have adopted laws or regulations concerning privacy, security, data storage and data protection that could materially adversely impact our business. Moreover, concerning privacy, security, data storage and data protection that could materially adversely impact our business. Moreover, much of the personal information we collect and process is regulated by multiple privacy laws across various jurisdictions. For much of the personal information we collect and process is regulated by multiple privacy laws across various jurisdictions. For example, the General Data Protection Regulation (“GDPR”), which took effect in May 2018, introduced robust requirements example, the General Data Protection Regulation (“GDPR”), which took effect in May 2018, introduced robust requirements for the protection of personal data of individuals in the European Union (“EU”) and substantial fines for non-compliance, for the protection of personal data of individuals in the European Union (“EU”) and substantial fines for non-compliance, including fines up to 4% of a Company’s annual global revenue. However, with the withdrawal of the United Kingdom (“UK”) including fines up to 4% of a Company’s annual global revenue. However, with the withdrawal of the United Kingdom (“UK”) from the EU in 2020, we must also now comply with the local laws of that jurisdiction such as the UK Data Protection Act from the EU in 2020, we must also now comply with the local laws of that jurisdiction such as the UK Data Protection Act 2018 and the UK General Data Protection Regulation. This introduces the risk of possible enforcement from a separate data 2018 and the UK General Data Protection Regulation. This introduces the risk of possible enforcement from a separate data protection authority, with its distinct power to impose substantial fines for non-compliance. As another example, in July 2020, protection authority, with its distinct power to impose substantial fines for non-compliance. As another example, in July 2020, South Africa’s privacy law known as the Protection of Personal Information Act became effective, mandating new South Africa’s privacy law known as the Protection of Personal Information Act became effective, mandating new requirements for processing of personal information by entities domiciled in South Africa, and our Company must comply with requirements for processing of personal information by entities domiciled in South Africa, and our Company must comply with these laws. these laws. We are also subject to evolving EU rules on data transfer, as we may transfer personal data from the European Economic We are also subject to evolving EU rules on data transfer, as we may transfer personal data from the European Economic Area to other jurisdictions. The invalidation of the EU-U.S. Privacy Shield framework in July 2020 and introduction of updated Area to other jurisdictions. The invalidation of the EU-U.S. Privacy Shield framework in July 2020 and introduction of updated Standard Contractual Clauses (SCC) in 2021 for alternative means of cross-border data transfer, results in additional complexity Standard Contractual Clauses (SCC) in 2021 for alternative means of cross-border data transfer, results in additional complexity and risk to our compliance measures. and risk to our compliance measures. Moreover, other new regulations, such as the Digital Services Act, which entered into force in the UK on November 16, Moreover, other new regulations, such as the Digital Services Act, which entered into force in the UK on November 16, 2022, and California’s Age Appropriate Design Code, passed in August 2022 and going into effect in July 2024, place 2022, and California’s Age Appropriate Design Code, passed in August 2022 and going into effect in July 2024, place additional obligations on online platforms and the ways in which they handle, share and disclose data. additional obligations on online platforms and the ways in which they handle, share and disclose data. In the U.S., the California Consumer Privacy Act (“CCPA”) took effect in January 2020. Pursuant to the CCPA, we are In the U.S., the California Consumer Privacy Act (“CCPA”) took effect in January 2020. Pursuant to the CCPA, we are required, among other things, to meet certain enhanced notice requirements to California residents regarding our use or required, among other things, to meet certain enhanced notice requirements to California residents regarding our use or disclosure of their personal information, allow California residents to opt-out of certain uses and disclosures of their personal disclosure of their personal information, allow California residents to opt-out of certain uses and disclosures of their personal information without penalty, and provide Californians with other choices related to personal data in our possession. The information without penalty, and provide Californians with other choices related to personal data in our possession. The California Attorney General may seek substantial monetary penalties and injunctive relief in the event of our non-compliance California Attorney General may seek substantial monetary penalties and injunctive relief in the event of our non-compliance with the CCPA. The CCPA also allows for private lawsuits from Californians in the event of certain data breaches. The CCPA with the CCPA. The CCPA also allows for private lawsuits from Californians in the event of certain data breaches. The CCPA was amended by the California Privacy Rights Act (“CPRA”), which went into effect on January 1, 2023 (regulations pending). was amended by the California Privacy Rights Act (“CPRA”), which went into effect on January 1, 2023 (regulations pending). CPRA places additional obligations on covered businesses regarding consumer opt-out rights and use of sensitive data, among CPRA places additional obligations on covered businesses regarding consumer opt-out rights and use of sensitive data, among other requirements. Moreover, Virginia, Utah, Connecticut and Colorado all have passed new privacy laws that either went into other requirements. Moreover, Virginia, Utah, Connecticut and Colorado all have passed new privacy laws that either went into effect in 2022 or will go into effect in 2023. Without an overarching federal law driving privacy compliance in the U.S., the risk effect in 2022 or will go into effect in 2023. Without an overarching federal law driving privacy compliance in the U.S., the risk is high of a patchwork of privacy legislation formed by individual state laws, similar to the states’ approach to breach is high of a patchwork of privacy legislation formed by individual state laws, similar to the states’ approach to breach notification obligations. This could not only increase costs for compliance but also raise the risk of enforcement by individual notification obligations. This could not only increase costs for compliance but also raise the risk of enforcement by individual state attorneys general. state attorneys general. are requesting, and such delays could in turn delay the timing of our ability to generate revenue from our university clients’ are requesting, and such delays could in turn delay the timing of our ability to generate revenue from our university clients’ We also expect that there will continue to be new proposed laws, regulations, rulings and industry standards concerning We also expect that there will continue to be new proposed laws, regulations, rulings and industry standards concerning privacy, security, data storage and data protection in the U.S., the EU and other jurisdictions, and we cannot yet determine the privacy, security, data storage and data protection in the U.S., the EU and other jurisdictions, and we cannot yet determine the impact such future laws, regulations, rulings and standards may have on our business. For example, the European ePrivacy impact such future laws, regulations, rulings and standards may have on our business. For example, the European ePrivacy Directive (Directive 2002/58/EC, as amended by Directive 2009/136/EC), which obliges EU member states to introduce certain Directive (Directive 2002/58/EC, as amended by Directive 2009/136/EC), which obliges EU member states to introduce certain national laws regulating privacy in the electronic communications sector, will soon be replaced by the ePrivacy Regulation. As national laws regulating privacy in the electronic communications sector, will soon be replaced by the ePrivacy Regulation. As the text of the ePrivacy Regulation is still under development and in draft form, and as further guidance is issued and the text of the ePrivacy Regulation is still under development and in draft form, and as further guidance is issued and interpretations of both the ePrivacy Regulation and the GDPR develop, it is difficult to assess the impact of either on our interpretations of both the ePrivacy Regulation and the GDPR develop, it is difficult to assess the impact of either on our business or operations, but it may require us to modify our data practices and policies. In addition, in 2021 new privacy laws business or operations, but it may require us to modify our data practices and policies. In addition, in 2021 new privacy laws were passed in China, Brazil and other jurisdictions, and many countries are considering updates to their current data protection were passed in China, Brazil and other jurisdictions, and many countries are considering updates to their current data protection regulations, including Australia and India. regulations, including Australia and India. Complying with these and other changing requirements could cause us to incur substantial costs, or require us to change Complying with these and other changing requirements could cause us to incur substantial costs, or require us to change our business practices, any of which could materially adversely affect our business and operating results. our business practices, any of which could materially adversely affect our business and operating results. We are required to comply with the Family Educational Rights and Privacy Act, or FERPA, and failure to do so could harm We are required to comply with the Family Educational Rights and Privacy Act, or FERPA, and failure to do so could harm our reputation and negatively affect our business. our reputation and negatively affect our business. FERPA generally prohibits an institution of higher education participating in Title IV programs from disclosing personally FERPA generally prohibits an institution of higher education participating in Title IV programs from disclosing personally identifiable information from a student’s education records without the student’s consent. Our university clients and their identifiable information from a student’s education records without the student’s consent. Our university clients and their students disclose to us certain information that originates from or comprises a student education record under FERPA. As an students disclose to us certain information that originates from or comprises a student education record under FERPA. As an entity that provides services to institutions participating in Title IV programs, we are indirectly subject to FERPA, and we may entity that provides services to institutions participating in Title IV programs, we are indirectly subject to FERPA, and we may not transfer or otherwise disclose any personally identifiable information from a student record to another party other than in a not transfer or otherwise disclose any personally identifiable information from a student record to another party other than in a manner permitted under the statute. If we violate FERPA, it could result in a material breach of contract with one or more of our manner permitted under the statute. If we violate FERPA, it could result in a material breach of contract with one or more of our 34 34 35 35 university clients and could harm our reputation. Further, in the event that we disclose student information in violation of university clients and could harm our reputation. Further, in the event that we disclose student information in violation of FERPA, the DOE could require a university client to suspend our access to its student information for at least five years. FERPA, the DOE could require a university client to suspend our access to its student information for at least five years. may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could: these claims are time-consuming and costly to evaluate and defend and could: In our Alternative Credential Segment, we are subject to risks and compliance rules and regulations related to the third- In our Alternative Credential Segment, we are subject to risks and compliance rules and regulations related to the third- party credit card payment processing platform integrated within our websites or otherwise used by our business. party credit card payment processing platform integrated within our websites or otherwise used by our business. hurt our reputation; hurt our reputation; Students typically use a credit or debit card to pay application and enrollment fees and to make tuition payments for the Students typically use a credit or debit card to pay application and enrollment fees and to make tuition payments for the offerings in our Alternative Credential Segment that are not free. We are subject to payment card association operating rules, offerings in our Alternative Credential Segment that are not free. We are subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. We believe that we and the payment processing service providers we use are compliant difficult or impossible for us to comply. We believe that we and the payment processing service providers we use are compliant in all material respects with the Payment Card Industry Data Security Standard. However, there is no guarantee that such in all material respects with the Payment Card Industry Data Security Standard. However, there is no guarantee that such compliance will be maintained or that compliance will prevent illegal or improper use of our systems that are integrated with compliance will be maintained or that compliance will prevent illegal or improper use of our systems that are integrated with our payment processing providers. If we or any of the third-party payment processors we use fail to be in compliance with our payment processing providers. If we or any of the third-party payment processors we use fail to be in compliance with applicable credit card rules and regulations, we may be required to migrate to an alternate payment processor which could result applicable credit card rules and regulations, we may be required to migrate to an alternate payment processor which could result in transaction downtime during the migration and/or a loss of students and have a material adverse effect on our business, in transaction downtime during the migration and/or a loss of students and have a material adverse effect on our business, financial condition and results of operations. financial condition and results of operations. We are subject to governmental export, import and sanctions controls that could impair our ability to compete in We are subject to governmental export, import and sanctions controls that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws. international markets and subject us to liability if we are not in full compliance with applicable laws. Our business activities are subject to various restrictions under U.S. export and similar laws and regulations, including the Our business activities are subject to various restrictions under U.S. export and similar laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. The U.S. export control laws and U.S. administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale of certain services to U.S. embargoed or sanctioned economic sanctions laws include restrictions or prohibitions on the sale of certain services to U.S. embargoed or sanctioned countries, governments, persons, and entities. In addition, various countries regulate the import of certain technology and have countries, governments, persons, and entities. In addition, various countries regulate the import of certain technology and have enacted or could enact laws that could limit our ability to provide students access to our platform or could limit our students’ enacted or could enact laws that could limit our ability to provide students access to our platform or could limit our students’ ability to access or use our services in those countries. ability to access or use our services in those countries. Changes in our platform, or future changes in export and import regulations, may prevent our international students from Changes in our platform, or future changes in export and import regulations, may prevent our international students from utilizing our platform or, in some cases, prevent the export or import of our platform to certain countries, governments, or utilizing our platform or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation or changes in the persons altogether. Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential students internationally. Any or in our decreased ability to export or sell subscriptions to our platform to, existing or potential students internationally. Any decreased use of our platform or limitation on our ability to export or sell our platform would adversely affect our business, decreased use of our platform or limitation on our ability to export or sell our platform would adversely affect our business, results of operations, and financial results. results of operations, and financial results. Risks Related to Intellectual Property Risks Related to Intellectual Property We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our business. business. Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The technology and software fields generally are characterized by extensive intellectual property litigation and many companies that technology and software fields generally are characterized by extensive intellectual property litigation and many companies that own, or claim to own, intellectual property have aggressively asserted their rights. In addition, we face potential copyright and own, or claim to own, intellectual property have aggressively asserted their rights. In addition, we face potential copyright and trademark infringement from the content we produce in connection with our marketing activities, including in websites related trademark infringement from the content we produce in connection with our marketing activities, including in websites related to our offerings. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property to our offerings. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will assert intellectual property claims against us, particularly as we expand the rights of others, and we expect that third parties will assert intellectual property claims against us, particularly as we expand the complexity and scope of our business. In addition, our university client agreements require us to indemnify our university complexity and scope of our business. In addition, our university client agreements require us to indemnify our university clients against claims that our platform infringes the intellectual property rights of third parties. clients against claims that our platform infringes the intellectual property rights of third parties. Future litigation may be necessary to defend ourselves or our university clients from intellectual property infringement Future litigation may be necessary to defend ourselves or our university clients from intellectual property infringement claims or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and would claims or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and would be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights 36 36 37 37 • • • • • • • • • • • • • • adversely affect our relationships with our current or future university clients; adversely affect our relationships with our current or future university clients; cause delays or stoppages in providing our platform; cause delays or stoppages in providing our platform; divert management’s attention and resources; divert management’s attention and resources; require technology changes to our software that could cause us to incur substantial cost; require technology changes to our software that could cause us to incur substantial cost; subject us to significant liabilities; and subject us to significant liabilities; and require us to cease some or all of our activities. require us to cease some or all of our activities. In addition to liability for monetary damages against us, which may include attorneys’ fees, treble damages in the event of In addition to liability for monetary damages against us, which may include attorneys’ fees, treble damages in the event of a finding of willful infringement, or, in some circumstances, damages against our university clients, we may be prohibited from a finding of willful infringement, or, in some circumstances, damages against our university clients, we may be prohibited from developing, commercializing or continuing to provide some or all of our bundled technology-enabled platform unless we obtain developing, commercializing or continuing to provide some or all of our bundled technology-enabled platform unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all. commercially favorable terms, or at all. the content in our online learning platforms. the content in our online learning platforms. We may incur liability, or our reputation may be harmed, as a result of the activities of our university clients and students or We may incur liability, or our reputation may be harmed, as a result of the activities of our university clients and students or We may be subject to potential liability for the activities of our university clients or students in connection with the data We may be subject to potential liability for the activities of our university clients or students in connection with the data they post or store in our online learning platforms. For example, university personnel or students, or our employees or they post or store in our online learning platforms. For example, university personnel or students, or our employees or independent contractors, may post to our online learning platforms various articles or other third-party content for use in class independent contractors, may post to our online learning platforms various articles or other third-party content for use in class discussions or within asynchronous lessons. discussions or within asynchronous lessons. Various U.S. federal statutes may apply to us with respect to these activities. For example, the Digital Millennium Various U.S. federal statutes may apply to us with respect to these activities. For example, the Digital Millennium Copyright Act of 1998, or DMCA and the Communications Decency Act, or CDA, have provisions that limit our liability for Copyright Act of 1998, or DMCA and the Communications Decency Act, or CDA, have provisions that limit our liability for certain content posted by third parties on our platforms. certain content posted by third parties on our platforms. Although statutes and case law in the U.S. have generally shielded us from liability for these activities to date, court rulings Although statutes and case law in the U.S. have generally shielded us from liability for these activities to date, court rulings in pending or future litigation may narrow the scope of protection afforded us under these laws. In addition, laws governing in pending or future litigation may narrow the scope of protection afforded us under these laws. In addition, laws governing these activities are unsettled in many international jurisdictions. As a result, we could incur liability to third parties for the these activities are unsettled in many international jurisdictions. As a result, we could incur liability to third parties for the unauthorized duplication, distribution or other use of third-party content. Any such claims could subject us to costly litigation unauthorized duplication, distribution or other use of third-party content. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our uses of such material, which may include changing or removing content from courses or altering required to alter or cease our uses of such material, which may include changing or removing content from courses or altering the functionality of our online learning platform, or to pay monetary damages. the functionality of our online learning platform, or to pay monetary damages. Additionally, university personnel or students, or our employees or independent contractors could use our online learning Additionally, university personnel or students, or our employees or independent contractors could use our online learning platform to store or process regulated personal information without our knowledge. In the event that our systems experience a platform to store or process regulated personal information without our knowledge. In the event that our systems experience a data security incident, or an individual or entity accesses information without, or in excess of, proper authorization, we could be data security incident, or an individual or entity accesses information without, or in excess of, proper authorization, we could be subject to data security incident notification laws, as described elsewhere, which may require prompt remediation and subject to data security incident notification laws, as described elsewhere, which may require prompt remediation and notification to individuals. If we are unaware of the data and information stored on our systems, we may be unable to notification to individuals. If we are unaware of the data and information stored on our systems, we may be unable to appropriately comply with all legal obligations, and we may be exposed to governmental enforcement or prosecution actions, appropriately comply with all legal obligations, and we may be exposed to governmental enforcement or prosecution actions, private litigation, fines and penalties or adverse publicity and these incidents could harm our reputation and business. private litigation, fines and penalties or adverse publicity and these incidents could harm our reputation and business. Our failure to protect our intellectual property rights could diminish the value of our platform, weaken our competitive Our failure to protect our intellectual property rights could diminish the value of our platform, weaken our competitive position and reduce our revenue. position and reduce our revenue. We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain names, as critical to our success. We protect our proprietary information from unauthorized use and disclosure by entering into names, as critical to our success. We protect our proprietary information from unauthorized use and disclosure by entering into confidentiality agreements with any party that may come in contact with such information. We also seek to ensure that we own confidentiality agreements with any party that may come in contact with such information. We also seek to ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies and intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies and any other third party that may create intellectual property for us that assigns any copyright and patent rights to us. However, any other third party that may create intellectual property for us that assigns any copyright and patent rights to us. However, these arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation these arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. of our proprietary information or deter independent development of similar technologies by others. In our Alternative Credential Segment, we are subject to risks and compliance rules and regulations related to the third- In our Alternative Credential Segment, we are subject to risks and compliance rules and regulations related to the third- party credit card payment processing platform integrated within our websites or otherwise used by our business. party credit card payment processing platform integrated within our websites or otherwise used by our business. Students typically use a credit or debit card to pay application and enrollment fees and to make tuition payments for the Students typically use a credit or debit card to pay application and enrollment fees and to make tuition payments for the offerings in our Alternative Credential Segment that are not free. We are subject to payment card association operating rules, offerings in our Alternative Credential Segment that are not free. We are subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. We believe that we and the payment processing service providers we use are compliant difficult or impossible for us to comply. We believe that we and the payment processing service providers we use are compliant in all material respects with the Payment Card Industry Data Security Standard. However, there is no guarantee that such in all material respects with the Payment Card Industry Data Security Standard. However, there is no guarantee that such compliance will be maintained or that compliance will prevent illegal or improper use of our systems that are integrated with compliance will be maintained or that compliance will prevent illegal or improper use of our systems that are integrated with our payment processing providers. If we or any of the third-party payment processors we use fail to be in compliance with our payment processing providers. If we or any of the third-party payment processors we use fail to be in compliance with applicable credit card rules and regulations, we may be required to migrate to an alternate payment processor which could result applicable credit card rules and regulations, we may be required to migrate to an alternate payment processor which could result in transaction downtime during the migration and/or a loss of students and have a material adverse effect on our business, in transaction downtime during the migration and/or a loss of students and have a material adverse effect on our business, financial condition and results of operations. financial condition and results of operations. We are subject to governmental export, import and sanctions controls that could impair our ability to compete in We are subject to governmental export, import and sanctions controls that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws. international markets and subject us to liability if we are not in full compliance with applicable laws. Our business activities are subject to various restrictions under U.S. export and similar laws and regulations, including the Our business activities are subject to various restrictions under U.S. export and similar laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. The U.S. export control laws and U.S. administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale of certain services to U.S. embargoed or sanctioned economic sanctions laws include restrictions or prohibitions on the sale of certain services to U.S. embargoed or sanctioned enacted or could enact laws that could limit our ability to provide students access to our platform or could limit our students’ enacted or could enact laws that could limit our ability to provide students access to our platform or could limit our students’ ability to access or use our services in those countries. ability to access or use our services in those countries. Changes in our platform, or future changes in export and import regulations, may prevent our international students from Changes in our platform, or future changes in export and import regulations, may prevent our international students from utilizing our platform or, in some cases, prevent the export or import of our platform to certain countries, governments, or utilizing our platform or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import regulations, economic sanctions, or related legislation or changes in the persons altogether. Any change in export or import regulations, economic sanctions, or related legislation or changes in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential students internationally. Any or in our decreased ability to export or sell subscriptions to our platform to, existing or potential students internationally. Any decreased use of our platform or limitation on our ability to export or sell our platform would adversely affect our business, decreased use of our platform or limitation on our ability to export or sell our platform would adversely affect our business, results of operations, and financial results. results of operations, and financial results. Risks Related to Intellectual Property Risks Related to Intellectual Property business. business. We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt our Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The able to resolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The technology and software fields generally are characterized by extensive intellectual property litigation and many companies that technology and software fields generally are characterized by extensive intellectual property litigation and many companies that own, or claim to own, intellectual property have aggressively asserted their rights. In addition, we face potential copyright and own, or claim to own, intellectual property have aggressively asserted their rights. In addition, we face potential copyright and trademark infringement from the content we produce in connection with our marketing activities, including in websites related trademark infringement from the content we produce in connection with our marketing activities, including in websites related to our offerings. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property to our offerings. From time to time, we may be subject to legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will assert intellectual property claims against us, particularly as we expand the rights of others, and we expect that third parties will assert intellectual property claims against us, particularly as we expand the complexity and scope of our business. In addition, our university client agreements require us to indemnify our university complexity and scope of our business. In addition, our university client agreements require us to indemnify our university clients against claims that our platform infringes the intellectual property rights of third parties. clients against claims that our platform infringes the intellectual property rights of third parties. Future litigation may be necessary to defend ourselves or our university clients from intellectual property infringement Future litigation may be necessary to defend ourselves or our university clients from intellectual property infringement claims or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and would claims or to establish our proprietary rights. Some of our competitors have substantially greater resources than we do and would be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we be able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights could. In addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights university clients and could harm our reputation. Further, in the event that we disclose student information in violation of university clients and could harm our reputation. Further, in the event that we disclose student information in violation of FERPA, the DOE could require a university client to suspend our access to its student information for at least five years. FERPA, the DOE could require a university client to suspend our access to its student information for at least five years. may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, may target us. Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could: these claims are time-consuming and costly to evaluate and defend and could: • • • • • • • • • • • • • • hurt our reputation; hurt our reputation; adversely affect our relationships with our current or future university clients; adversely affect our relationships with our current or future university clients; cause delays or stoppages in providing our platform; cause delays or stoppages in providing our platform; divert management’s attention and resources; divert management’s attention and resources; require technology changes to our software that could cause us to incur substantial cost; require technology changes to our software that could cause us to incur substantial cost; subject us to significant liabilities; and subject us to significant liabilities; and require us to cease some or all of our activities. require us to cease some or all of our activities. In addition to liability for monetary damages against us, which may include attorneys’ fees, treble damages in the event of In addition to liability for monetary damages against us, which may include attorneys’ fees, treble damages in the event of a finding of willful infringement, or, in some circumstances, damages against our university clients, we may be prohibited from a finding of willful infringement, or, in some circumstances, damages against our university clients, we may be prohibited from developing, commercializing or continuing to provide some or all of our bundled technology-enabled platform unless we obtain developing, commercializing or continuing to provide some or all of our bundled technology-enabled platform unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all. commercially favorable terms, or at all. We may incur liability, or our reputation may be harmed, as a result of the activities of our university clients and students or We may incur liability, or our reputation may be harmed, as a result of the activities of our university clients and students or the content in our online learning platforms. the content in our online learning platforms. countries, governments, persons, and entities. In addition, various countries regulate the import of certain technology and have countries, governments, persons, and entities. In addition, various countries regulate the import of certain technology and have We may be subject to potential liability for the activities of our university clients or students in connection with the data We may be subject to potential liability for the activities of our university clients or students in connection with the data they post or store in our online learning platforms. For example, university personnel or students, or our employees or they post or store in our online learning platforms. For example, university personnel or students, or our employees or independent contractors, may post to our online learning platforms various articles or other third-party content for use in class independent contractors, may post to our online learning platforms various articles or other third-party content for use in class discussions or within asynchronous lessons. discussions or within asynchronous lessons. Various U.S. federal statutes may apply to us with respect to these activities. For example, the Digital Millennium Various U.S. federal statutes may apply to us with respect to these activities. For example, the Digital Millennium Copyright Act of 1998, or DMCA and the Communications Decency Act, or CDA, have provisions that limit our liability for Copyright Act of 1998, or DMCA and the Communications Decency Act, or CDA, have provisions that limit our liability for certain content posted by third parties on our platforms. certain content posted by third parties on our platforms. Although statutes and case law in the U.S. have generally shielded us from liability for these activities to date, court rulings Although statutes and case law in the U.S. have generally shielded us from liability for these activities to date, court rulings in pending or future litigation may narrow the scope of protection afforded us under these laws. In addition, laws governing in pending or future litigation may narrow the scope of protection afforded us under these laws. In addition, laws governing these activities are unsettled in many international jurisdictions. As a result, we could incur liability to third parties for the these activities are unsettled in many international jurisdictions. As a result, we could incur liability to third parties for the unauthorized duplication, distribution or other use of third-party content. Any such claims could subject us to costly litigation unauthorized duplication, distribution or other use of third-party content. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our uses of such material, which may include changing or removing content from courses or altering required to alter or cease our uses of such material, which may include changing or removing content from courses or altering the functionality of our online learning platform, or to pay monetary damages. the functionality of our online learning platform, or to pay monetary damages. Additionally, university personnel or students, or our employees or independent contractors could use our online learning Additionally, university personnel or students, or our employees or independent contractors could use our online learning platform to store or process regulated personal information without our knowledge. In the event that our systems experience a platform to store or process regulated personal information without our knowledge. In the event that our systems experience a data security incident, or an individual or entity accesses information without, or in excess of, proper authorization, we could be data security incident, or an individual or entity accesses information without, or in excess of, proper authorization, we could be subject to data security incident notification laws, as described elsewhere, which may require prompt remediation and subject to data security incident notification laws, as described elsewhere, which may require prompt remediation and notification to individuals. If we are unaware of the data and information stored on our systems, we may be unable to notification to individuals. If we are unaware of the data and information stored on our systems, we may be unable to appropriately comply with all legal obligations, and we may be exposed to governmental enforcement or prosecution actions, appropriately comply with all legal obligations, and we may be exposed to governmental enforcement or prosecution actions, private litigation, fines and penalties or adverse publicity and these incidents could harm our reputation and business. private litigation, fines and penalties or adverse publicity and these incidents could harm our reputation and business. Our failure to protect our intellectual property rights could diminish the value of our platform, weaken our competitive Our failure to protect our intellectual property rights could diminish the value of our platform, weaken our competitive position and reduce our revenue. position and reduce our revenue. We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks and domain names, as critical to our success. We protect our proprietary information from unauthorized use and disclosure by entering into names, as critical to our success. We protect our proprietary information from unauthorized use and disclosure by entering into confidentiality agreements with any party that may come in contact with such information. We also seek to ensure that we own confidentiality agreements with any party that may come in contact with such information. We also seek to ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies and intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies and any other third party that may create intellectual property for us that assigns any copyright and patent rights to us. However, any other third party that may create intellectual property for us that assigns any copyright and patent rights to us. However, these arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation these arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others. of our proprietary information or deter independent development of similar technologies by others. 36 36 37 37 We pursue the registration of our domain names, trademarks and service marks in the United States and in jurisdictions We pursue the registration of our domain names, trademarks and service marks in the United States and in jurisdictions outside the United States. However, third parties may knowingly or unknowingly infringe on our trademark or service mark outside the United States. However, third parties may knowingly or unknowingly infringe on our trademark or service mark rights, third parties may challenge our trademark or service mark rights, and pending or future trademark or service mark rights, third parties may challenge our trademark or service mark rights, and pending or future trademark or service mark applications may not be approved. In addition, effective trademark protection may not be available in every country in which applications may not be approved. In addition, effective trademark protection may not be available in every country in which we operate or intend to operate. In any or all cases, we may be required to expend significant time and expense to prevent we operate or intend to operate. In any or all cases, we may be required to expend significant time and expense to prevent infringement or enforce our rights. infringement or enforce our rights. We do not control and may be unable to predict the future path of the Open edX Platform. We do not control and may be unable to predict the future path of the Open edX Platform. Certain of our offerings are hosted on the Open edX Platform that is owned by the non-profit entity that survived the edX Certain of our offerings are hosted on the Open edX Platform that is owned by the non-profit entity that survived the edX Acquisition. We do not own the Open edX Platform and we do not control and may be unable to predict the future path of open Acquisition. We do not own the Open edX Platform and we do not control and may be unable to predict the future path of open source technology development of the Open edX Platform, including the ongoing development of open source components source technology development of the Open edX Platform, including the ongoing development of open source components used in the Open edX Platform, which could reduce the appeal of our offerings hosted on the Open edX Platform and damage used in the Open edX Platform, which could reduce the appeal of our offerings hosted on the Open edX Platform and damage our reputation. If open source software programmers, many of whom we do not employ, or our own internal programmers do our reputation. If open source software programmers, many of whom we do not employ, or our own internal programmers do Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights not continue to develop and enhance the Open edX Platform, we may be unable to meet student or university requirements. not continue to develop and enhance the Open edX Platform, we may be unable to meet student or university requirements. may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries may not protect our proprietary rights to as independently develop similar technology. In addition, the laws of many countries may not protect our proprietary rights to as great an extent as do the laws of the United States. Further, the laws in the United States and elsewhere change rapidly, and any great an extent as do the laws of the United States. Further, the laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property rights. Our failure to meaningfully protect our intellectual future changes could adversely affect us and our intellectual property rights. Our failure to meaningfully protect our intellectual property could result in competitors offering services that incorporate our most technologically advanced features, which could property could result in competitors offering services that incorporate our most technologically advanced features, which could seriously reduce demand for our platform. In addition, we may in the future need to initiate litigation such as infringement or seriously reduce demand for our platform. In addition, we may in the future need to initiate litigation such as infringement or administrative proceedings, to protect our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can administrative proceedings, to protect our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, whether or not such be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, whether or not such litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not be able to stop our competitors from infringing upon our intellectual property rights. be able to stop our competitors from infringing upon our intellectual property rights. The use of “open source” software in our platform could negatively affect our ability to offer our platform and subject us to The use of “open source” software in our platform could negatively affect our ability to offer our platform and subject us to possible litigation. possible litigation. A portion of our platform incorporates so-called “open source” software, and we may incorporate additional open source A portion of our platform incorporates so-called “open source” software, and we may incorporate additional open source software in the future. Certain open source licenses may, in certain circumstances, require us to offer our platform that software in the future. Certain open source licenses may, in certain circumstances, require us to offer our platform that incorporates the open source software for no cost, to make available source code for modifications or derivative works we incorporates the open source software for no cost, to make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and to license such modifications or derivative works under create based upon, incorporating or using the open source software and to license such modifications or derivative works under the terms of the particular open source license. Our efforts to monitor the use of open source software in our platform to ensure the terms of the particular open source license. Our efforts to monitor the use of open source software in our platform to ensure that no open source software is used in such a way as to require us to disclose our source code when we do not wish to do so, that no open source software is used in such a way as to require us to disclose our source code when we do not wish to do so, may be unable to prevent such use from occurring. In addition, if a third-party software provider has incorporated certain types may be unable to prevent such use from occurring. In addition, if a third-party software provider has incorporated certain types of open source software into software we license from such third party without our knowledge, we could, under certain of open source software into software we license from such third party without our knowledge, we could, under certain circumstances, be required to comply with the foregoing conditions. If an author or other third party that distributes open source circumstances, be required to comply with the foregoing conditions. If an author or other third party that distributes open source software that we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be software that we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, required to incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from offering the component of our platform that contained the open source software and being including being enjoined from offering the component of our platform that contained the open source software and being required to comply with the foregoing conditions, which could disrupt our ability to offer certain components of our platform. required to comply with the foregoing conditions, which could disrupt our ability to offer certain components of our platform. We could also be subject to suits by parties claiming ownership of what we believe to be open source software. The terms We could also be subject to suits by parties claiming ownership of what we believe to be open source software. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts. Accordingly, there is of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts. Accordingly, there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to offer our platform. Litigation could be costly for us to defend, have a negative effect on our operating results and financial offer our platform. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition and require us to devote additional research and development resources to change our products. condition and require us to devote additional research and development resources to change our products. Individuals that appear in content hosted on our online learning platform may claim violation of their rights. Individuals that appear in content hosted on our online learning platform may claim violation of their rights. Faculty and students that appear in video segments hosted on our online learning platform may claim that proper Faculty and students that appear in video segments hosted on our online learning platform may claim that proper assignments, licenses, consents and releases were not obtained for use of their likenesses, images or other contributed content. assignments, licenses, consents and releases were not obtained for use of their likenesses, images or other contributed content. Our contracts typically require that our university clients ensure that proper assignments, licenses, consents and releases are Our contracts typically require that our university clients ensure that proper assignments, licenses, consents and releases are obtained for their course material, but we cannot know with certainty that they have obtained all necessary rights. Moreover, the obtained for their course material, but we cannot know with certainty that they have obtained all necessary rights. Moreover, the laws governing rights of publicity and privacy, and the laws governing faculty ownership of course content, are imprecise and laws governing rights of publicity and privacy, and the laws governing faculty ownership of course content, are imprecise and adjudicated on a case-by-case basis, such that the enforcement of agreements to transfer the necessary rights is unclear. As a adjudicated on a case-by-case basis, such that the enforcement of agreements to transfer the necessary rights is unclear. As a result, we could incur liability to third parties for the unauthorized duplication, display, distribution or other use of this material. result, we could incur liability to third parties for the unauthorized duplication, display, distribution or other use of this material. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our use of such material, which may include changing of this type adequately or at all, and we may be required to alter or cease our use of such material, which may include changing or removing content from courses, or to pay monetary damages. Moreover, claims by faculty and students could damage our or removing content from courses, or to pay monetary damages. Moreover, claims by faculty and students could damage our reputation, regardless of whether such claims have merit. reputation, regardless of whether such claims have merit. Risks Related to Ownership of Our Common Stock Risks Related to Ownership of Our Common Stock Our operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline. Our operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline. Our operating results have historically fluctuated due to seasonality and changes in our business, and our future operating Our operating results have historically fluctuated due to seasonality and changes in our business, and our future operating results may vary significantly due to a variety of factors, many of which are beyond our control. You should not rely on period- results may vary significantly due to a variety of factors, many of which are beyond our control. You should not rely on period- to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our operating results include, but are not limited to, the following: our operating results include, but are not limited to, the following: the timing of our costs incurred in connection with the launch of new degree programs and the delay in receiving the timing of our costs incurred in connection with the launch of new degree programs and the delay in receiving revenue from these new programs, which delay may last for several years; revenue from these new programs, which delay may last for several years; seasonal variation driven by the semester schedules for our university clients’ degree programs and seasonal seasonal variation driven by the semester schedules for our university clients’ degree programs and seasonal engagement patterns of students on the edX marketplace, which may vary from year to year; engagement patterns of students on the edX marketplace, which may vary from year to year; changes in the student enrollment and retention levels in our university clients’ offerings; changes in the student enrollment and retention levels in our university clients’ offerings; changes in our key metrics or the methods used to calculate our key metrics; changes in our key metrics or the methods used to calculate our key metrics; changes in tuition rates; changes in tuition rates; the timing and amount of our marketing and sales expenses; the timing and amount of our marketing and sales expenses; costs necessary to improve and maintain our platform; costs necessary to improve and maintain our platform; fluctuations in foreign currency exchange rates; fluctuations in foreign currency exchange rates; the impact of pandemics, including on the global economy, educational institutions and our results of operations; the impact of pandemics, including on the global economy, educational institutions and our results of operations; costs related to any acquisition and integration of business and technology; costs related to any acquisition and integration of business and technology; our ability to effectively integrate businesses and technologies that we acquire; our ability to effectively integrate businesses and technologies that we acquire; impairment of goodwill or intangible assets; and impairment of goodwill or intangible assets; and changes in the prospects of the economy generally, which could alter current or prospective university clients’ or changes in the prospects of the economy generally, which could alter current or prospective university clients’ or students’ spending priorities or could increase the time it takes us to launch new offerings. students’ spending priorities or could increase the time it takes us to launch new offerings. Our operating results may fall below the expectations of market analysts and investors in some future periods, which could Our operating results may fall below the expectations of market analysts and investors in some future periods, which could cause the market price of our common stock to decline substantially. cause the market price of our common stock to decline substantially. The trading price of the shares of our common stock may be volatile, and purchasers of our common stock could incur The trading price of the shares of our common stock may be volatile, and purchasers of our common stock could incur substantial losses. substantial losses. The trading price of the shares of our common stock may be volatile. The stock market in general, and the market for The trading price of the shares of our common stock may be volatile. The stock market in general, and the market for technology companies in particular, have experienced extreme volatility that has often been unrelated to the operating technology companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including: above the price paid for the shares. The market price for our common stock may be influenced by many factors, including: actual or anticipated variations in our operating results; actual or anticipated variations in our operating results; variations between our actual operating results and the expectations of securities analysts, investors and the financial variations between our actual operating results and the expectations of securities analysts, investors and the financial changes in financial estimates by us or by any securities analysts who might cover our stock or our failure to meet changes in financial estimates by us or by any securities analysts who might cover our stock or our failure to meet community; community; these financial estimates; these financial estimates; conditions or trends in our industry, the stock market or the economy; conditions or trends in our industry, the stock market or the economy; • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 38 38 39 39 We pursue the registration of our domain names, trademarks and service marks in the United States and in jurisdictions We pursue the registration of our domain names, trademarks and service marks in the United States and in jurisdictions We do not control and may be unable to predict the future path of the Open edX Platform. We do not control and may be unable to predict the future path of the Open edX Platform. outside the United States. However, third parties may knowingly or unknowingly infringe on our trademark or service mark outside the United States. However, third parties may knowingly or unknowingly infringe on our trademark or service mark rights, third parties may challenge our trademark or service mark rights, and pending or future trademark or service mark rights, third parties may challenge our trademark or service mark rights, and pending or future trademark or service mark applications may not be approved. In addition, effective trademark protection may not be available in every country in which applications may not be approved. In addition, effective trademark protection may not be available in every country in which we operate or intend to operate. In any or all cases, we may be required to expend significant time and expense to prevent we operate or intend to operate. In any or all cases, we may be required to expend significant time and expense to prevent infringement or enforce our rights. infringement or enforce our rights. Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology. In addition, the laws of many countries may not protect our proprietary rights to as independently develop similar technology. In addition, the laws of many countries may not protect our proprietary rights to as great an extent as do the laws of the United States. Further, the laws in the United States and elsewhere change rapidly, and any great an extent as do the laws of the United States. Further, the laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property rights. Our failure to meaningfully protect our intellectual future changes could adversely affect us and our intellectual property rights. Our failure to meaningfully protect our intellectual property could result in competitors offering services that incorporate our most technologically advanced features, which could property could result in competitors offering services that incorporate our most technologically advanced features, which could seriously reduce demand for our platform. In addition, we may in the future need to initiate litigation such as infringement or seriously reduce demand for our platform. In addition, we may in the future need to initiate litigation such as infringement or administrative proceedings, to protect our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can administrative proceedings, to protect our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, whether or not such be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, whether or not such litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not be able to stop our competitors from infringing upon our intellectual property rights. be able to stop our competitors from infringing upon our intellectual property rights. The use of “open source” software in our platform could negatively affect our ability to offer our platform and subject us to The use of “open source” software in our platform could negatively affect our ability to offer our platform and subject us to possible litigation. possible litigation. A portion of our platform incorporates so-called “open source” software, and we may incorporate additional open source A portion of our platform incorporates so-called “open source” software, and we may incorporate additional open source software in the future. Certain open source licenses may, in certain circumstances, require us to offer our platform that software in the future. Certain open source licenses may, in certain circumstances, require us to offer our platform that incorporates the open source software for no cost, to make available source code for modifications or derivative works we incorporates the open source software for no cost, to make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and to license such modifications or derivative works under create based upon, incorporating or using the open source software and to license such modifications or derivative works under the terms of the particular open source license. Our efforts to monitor the use of open source software in our platform to ensure the terms of the particular open source license. Our efforts to monitor the use of open source software in our platform to ensure that no open source software is used in such a way as to require us to disclose our source code when we do not wish to do so, that no open source software is used in such a way as to require us to disclose our source code when we do not wish to do so, may be unable to prevent such use from occurring. In addition, if a third-party software provider has incorporated certain types may be unable to prevent such use from occurring. In addition, if a third-party software provider has incorporated certain types of open source software into software we license from such third party without our knowledge, we could, under certain of open source software into software we license from such third party without our knowledge, we could, under certain circumstances, be required to comply with the foregoing conditions. If an author or other third party that distributes open source circumstances, be required to comply with the foregoing conditions. If an author or other third party that distributes open source software that we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be software that we use were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, required to incur significant legal expenses defending against such allegations and could be subject to significant damages, including being enjoined from offering the component of our platform that contained the open source software and being including being enjoined from offering the component of our platform that contained the open source software and being required to comply with the foregoing conditions, which could disrupt our ability to offer certain components of our platform. required to comply with the foregoing conditions, which could disrupt our ability to offer certain components of our platform. We could also be subject to suits by parties claiming ownership of what we believe to be open source software. The terms We could also be subject to suits by parties claiming ownership of what we believe to be open source software. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts. Accordingly, there is of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts. Accordingly, there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to offer our platform. Litigation could be costly for us to defend, have a negative effect on our operating results and financial offer our platform. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition and require us to devote additional research and development resources to change our products. condition and require us to devote additional research and development resources to change our products. Individuals that appear in content hosted on our online learning platform may claim violation of their rights. Individuals that appear in content hosted on our online learning platform may claim violation of their rights. Faculty and students that appear in video segments hosted on our online learning platform may claim that proper Faculty and students that appear in video segments hosted on our online learning platform may claim that proper assignments, licenses, consents and releases were not obtained for use of their likenesses, images or other contributed content. assignments, licenses, consents and releases were not obtained for use of their likenesses, images or other contributed content. Our contracts typically require that our university clients ensure that proper assignments, licenses, consents and releases are Our contracts typically require that our university clients ensure that proper assignments, licenses, consents and releases are obtained for their course material, but we cannot know with certainty that they have obtained all necessary rights. Moreover, the obtained for their course material, but we cannot know with certainty that they have obtained all necessary rights. Moreover, the laws governing rights of publicity and privacy, and the laws governing faculty ownership of course content, are imprecise and laws governing rights of publicity and privacy, and the laws governing faculty ownership of course content, are imprecise and adjudicated on a case-by-case basis, such that the enforcement of agreements to transfer the necessary rights is unclear. As a adjudicated on a case-by-case basis, such that the enforcement of agreements to transfer the necessary rights is unclear. As a result, we could incur liability to third parties for the unauthorized duplication, display, distribution or other use of this material. result, we could incur liability to third parties for the unauthorized duplication, display, distribution or other use of this material. Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management Any such claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims personnel regardless of whether the claims have merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter or cease our use of such material, which may include changing of this type adequately or at all, and we may be required to alter or cease our use of such material, which may include changing or removing content from courses, or to pay monetary damages. Moreover, claims by faculty and students could damage our or removing content from courses, or to pay monetary damages. Moreover, claims by faculty and students could damage our reputation, regardless of whether such claims have merit. reputation, regardless of whether such claims have merit. Certain of our offerings are hosted on the Open edX Platform that is owned by the non-profit entity that survived the edX Certain of our offerings are hosted on the Open edX Platform that is owned by the non-profit entity that survived the edX Acquisition. We do not own the Open edX Platform and we do not control and may be unable to predict the future path of open Acquisition. We do not own the Open edX Platform and we do not control and may be unable to predict the future path of open source technology development of the Open edX Platform, including the ongoing development of open source components source technology development of the Open edX Platform, including the ongoing development of open source components used in the Open edX Platform, which could reduce the appeal of our offerings hosted on the Open edX Platform and damage used in the Open edX Platform, which could reduce the appeal of our offerings hosted on the Open edX Platform and damage our reputation. If open source software programmers, many of whom we do not employ, or our own internal programmers do our reputation. If open source software programmers, many of whom we do not employ, or our own internal programmers do not continue to develop and enhance the Open edX Platform, we may be unable to meet student or university requirements. not continue to develop and enhance the Open edX Platform, we may be unable to meet student or university requirements. Risks Related to Ownership of Our Common Stock Risks Related to Ownership of Our Common Stock Our operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline. Our operating results have fluctuated in the past and may do so in the future, which could cause our stock price to decline. Our operating results have historically fluctuated due to seasonality and changes in our business, and our future operating Our operating results have historically fluctuated due to seasonality and changes in our business, and our future operating results may vary significantly due to a variety of factors, many of which are beyond our control. You should not rely on period- results may vary significantly due to a variety of factors, many of which are beyond our control. You should not rely on period- to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in to-period comparisons of our operating results as an indication of our future performance. Factors that may cause fluctuations in our operating results include, but are not limited to, the following: our operating results include, but are not limited to, the following: • • • • • • • • • • • • • • • • • • • • • • • • • • the timing of our costs incurred in connection with the launch of new degree programs and the delay in receiving the timing of our costs incurred in connection with the launch of new degree programs and the delay in receiving revenue from these new programs, which delay may last for several years; revenue from these new programs, which delay may last for several years; seasonal variation driven by the semester schedules for our university clients’ degree programs and seasonal seasonal variation driven by the semester schedules for our university clients’ degree programs and seasonal engagement patterns of students on the edX marketplace, which may vary from year to year; engagement patterns of students on the edX marketplace, which may vary from year to year; changes in the student enrollment and retention levels in our university clients’ offerings; changes in the student enrollment and retention levels in our university clients’ offerings; changes in our key metrics or the methods used to calculate our key metrics; changes in our key metrics or the methods used to calculate our key metrics; changes in tuition rates; changes in tuition rates; the timing and amount of our marketing and sales expenses; the timing and amount of our marketing and sales expenses; costs necessary to improve and maintain our platform; costs necessary to improve and maintain our platform; fluctuations in foreign currency exchange rates; fluctuations in foreign currency exchange rates; the impact of pandemics, including on the global economy, educational institutions and our results of operations; the impact of pandemics, including on the global economy, educational institutions and our results of operations; costs related to any acquisition and integration of business and technology; costs related to any acquisition and integration of business and technology; our ability to effectively integrate businesses and technologies that we acquire; our ability to effectively integrate businesses and technologies that we acquire; impairment of goodwill or intangible assets; and impairment of goodwill or intangible assets; and changes in the prospects of the economy generally, which could alter current or prospective university clients’ or changes in the prospects of the economy generally, which could alter current or prospective university clients’ or students’ spending priorities or could increase the time it takes us to launch new offerings. students’ spending priorities or could increase the time it takes us to launch new offerings. Our operating results may fall below the expectations of market analysts and investors in some future periods, which could Our operating results may fall below the expectations of market analysts and investors in some future periods, which could cause the market price of our common stock to decline substantially. cause the market price of our common stock to decline substantially. The trading price of the shares of our common stock may be volatile, and purchasers of our common stock could incur The trading price of the shares of our common stock may be volatile, and purchasers of our common stock could incur substantial losses. substantial losses. The trading price of the shares of our common stock may be volatile. The stock market in general, and the market for The trading price of the shares of our common stock may be volatile. The stock market in general, and the market for technology companies in particular, have experienced extreme volatility that has often been unrelated to the operating technology companies in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for our common stock may be influenced by many factors, including: above the price paid for the shares. The market price for our common stock may be influenced by many factors, including: • • • • • • • • actual or anticipated variations in our operating results; actual or anticipated variations in our operating results; variations between our actual operating results and the expectations of securities analysts, investors and the financial variations between our actual operating results and the expectations of securities analysts, investors and the financial community; community; changes in financial estimates by us or by any securities analysts who might cover our stock or our failure to meet changes in financial estimates by us or by any securities analysts who might cover our stock or our failure to meet these financial estimates; these financial estimates; conditions or trends in our industry, the stock market or the economy; conditions or trends in our industry, the stock market or the economy; 38 38 39 39 • • • • • • • • • • • • • • • • • • • • • • the level of demand for our stock, including the amount of short interest in our stock; the level of demand for our stock, including the amount of short interest in our stock; stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the software and information technology industries; software and information technology industries; announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures; partnerships or divestitures; announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; capital commitments; capital commitments; investors’ general perception of our company and our business; investors’ general perception of our company and our business; actions instituted by activist shareholders or others; actions instituted by activist shareholders or others; lawsuits threatened or filed against us; lawsuits threatened or filed against us; recruitment or departure of key personnel; recruitment or departure of key personnel; sales of our common stock, including sales by our directors and officers or specific stockholders; and sales of our common stock, including sales by our directors and officers or specific stockholders; and other factors such as political or social unrest, terrorist attacks, other hostilities, natural disasters and potential public other factors such as political or social unrest, terrorist attacks, other hostilities, natural disasters and potential public health crises, such as COVID-19. health crises, such as COVID-19. Activist shareholders who disagree with the composition of our board of directors, our strategy or the way we are managed Activist shareholders who disagree with the composition of our board of directors, our strategy or the way we are managed may seek to effect change through various strategies that range from private engagement to publicity campaigns, proxy may seek to effect change through various strategies that range from private engagement to publicity campaigns, proxy contests, efforts to force transactions not supported by our board of directors and litigation. Responding to these actions may be contests, efforts to force transactions not supported by our board of directors and litigation. Responding to these actions may be costly and time-consuming, disrupt our operations, divert the attention of our board of directors, management and employees costly and time-consuming, disrupt our operations, divert the attention of our board of directors, management and employees and interfere with the execution of our strategic plan. A contested election could also require us to incur substantial legal and and interfere with the execution of our strategic plan. A contested election could also require us to incur substantial legal and public relations fees and proxy solicitation expenses. The perceived uncertainty as to our future direction resulting from activist public relations fees and proxy solicitation expenses. The perceived uncertainty as to our future direction resulting from activist strategies could also affect the market price and volatility of our common stock. strategies could also affect the market price and volatility of our common stock. As described in Part I, Item 3 of this Annual Report on Form 10-K, certain stockholders and consumers have initiated class As described in Part I, Item 3 of this Annual Report on Form 10-K, certain stockholders and consumers have initiated class action lawsuits against us and certain of our employees and directors. Our defense against this litigation has caused and will action lawsuits against us and certain of our employees and directors. Our defense against this litigation has caused and will continue to cause us to incur additional expenses and continue to divert management’s attention and resources from our continue to cause us to incur additional expenses and continue to divert management’s attention and resources from our business. business. Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result. our common stock may be lower as a result. Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control is considered favorable by for a third party to acquire, or attempt to acquire, control of our company, even if a change in control is considered favorable by you and other stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred you and other stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any further vote or action by our stockholders. An issuance of shares of preferred stock may result in the loss of voting control to further vote or action by our stockholders. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders, which could delay or prevent a change in control transaction. As a result, the market price of our common other stockholders, which could delay or prevent a change in control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. stock and the voting and other rights of our stockholders may be adversely affected. Our charter documents also contain other provisions that could have an anti-takeover effect, including: Our charter documents also contain other provisions that could have an anti-takeover effect, including: our board of directors is divided into three classes, with each class serving three-year staggered terms, until our 2025 our board of directors is divided into three classes, with each class serving three-year staggered terms, until our 2025 annual meeting of shareholders; annual meeting of shareholders; stockholders are not entitled to remove directors other than by a 66 2/3% vote and only for cause; stockholders are not entitled to remove directors other than by a 66 2/3% vote and only for cause; stockholders are not permitted to take actions by written consent; stockholders are not permitted to take actions by written consent; stockholders are not permitted to call a special meeting of stockholders; stockholders are not permitted to call a special meeting of stockholders; our board of directors is allowed to adopt, amend or repeal our bylaws; and our board of directors is allowed to adopt, amend or repeal our bylaws; and stockholders are required to give us advance notice of their intention to nominate directors or submit proposals for stockholders are required to give us advance notice of their intention to nominate directors or submit proposals for consideration at stockholder meetings. consideration at stockholder meetings. • • • • • • • • • • • • In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (“DGCL”), which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business (“DGCL”), which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particular stockholders of those companies. These provisions could discourage potential acquisition combinations with particular stockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our stock. may also prevent changes in our management or limit the price that investors are willing to pay for our stock. Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware and the state and federal courts located within the State of alternative forum, the Court of Chancery of the State of Delaware and the state and federal courts located within the State of Delaware are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our Delaware are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees and, in turn, discourage lawsuits against our directors, officers, or employees. and, in turn, discourage lawsuits against our directors, officers, or employees. Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court in the State of Delaware) will be the sole and exclusive forum for any derivative action or another state or federal court in the State of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers, or other employees to us or our stockholders; any action arising pursuant to any provision of the DGCL, stockholders, officers, or other employees to us or our stockholders; any action arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our bylaws; and any action asserting a claim that is governed by the our amended and restated certificate of incorporation, or our bylaws; and any action asserting a claim that is governed by the internal affairs doctrine. This exclusive forum provision would not apply to any action brought to enforce a duty or liability internal affairs doctrine. This exclusive forum provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders, or other employees, which may discourage such disputes with us or our current or former directors, officers, stockholders, or other employees, which may discourage such lawsuits against us and our current and former directors, officers, stockholders, and other employees. Alternatively, if a court lawsuits against us and our current and former directors, officers, stockholders, and other employees. Alternatively, if a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could have a material adverse effect on our business, financial condition, and results of operations. jurisdictions, all of which could have a material adverse effect on our business, financial condition, and results of operations. Concentration of ownership of our common stock among our existing executive officers, directors and large stockholders Concentration of ownership of our common stock among our existing executive officers, directors and large stockholders may prevent smaller stockholders from influencing significant corporate decisions. may prevent smaller stockholders from influencing significant corporate decisions. Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the aggregate, beneficially own a substantial percentage of our outstanding common stock. These persons, acting affiliates, in the aggregate, beneficially own a substantial percentage of our outstanding common stock. These persons, acting together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transaction. The directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transaction. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders. interests of this group of stockholders may not coincide with our interests or the interests of other stockholders. Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment. appreciation, if any, will be your sole source of gains and you may never receive a return on your investment. We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of our Term Loan Agreement earnings, if any, to fund the development and growth of our business. In addition, the terms of our Term Loan Agreement preclude, and the terms of any future debt agreements are likely to similarly preclude, us from paying dividends. As a result, preclude, and the terms of any future debt agreements are likely to similarly preclude, us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Investors seeking capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Investors seeking cash dividends should not purchase our common stock. cash dividends should not purchase our common stock. 40 40 41 41 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • the level of demand for our stock, including the amount of short interest in our stock; the level of demand for our stock, including the amount of short interest in our stock; stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the stock market price and volume fluctuations of comparable companies and, in particular, those that operate in the software and information technology industries; software and information technology industries; announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; partnerships or divestitures; partnerships or divestitures; capital commitments; capital commitments; investors’ general perception of our company and our business; investors’ general perception of our company and our business; actions instituted by activist shareholders or others; actions instituted by activist shareholders or others; lawsuits threatened or filed against us; lawsuits threatened or filed against us; recruitment or departure of key personnel; recruitment or departure of key personnel; sales of our common stock, including sales by our directors and officers or specific stockholders; and sales of our common stock, including sales by our directors and officers or specific stockholders; and other factors such as political or social unrest, terrorist attacks, other hostilities, natural disasters and potential public other factors such as political or social unrest, terrorist attacks, other hostilities, natural disasters and potential public health crises, such as COVID-19. health crises, such as COVID-19. Activist shareholders who disagree with the composition of our board of directors, our strategy or the way we are managed Activist shareholders who disagree with the composition of our board of directors, our strategy or the way we are managed may seek to effect change through various strategies that range from private engagement to publicity campaigns, proxy may seek to effect change through various strategies that range from private engagement to publicity campaigns, proxy contests, efforts to force transactions not supported by our board of directors and litigation. Responding to these actions may be contests, efforts to force transactions not supported by our board of directors and litigation. Responding to these actions may be costly and time-consuming, disrupt our operations, divert the attention of our board of directors, management and employees costly and time-consuming, disrupt our operations, divert the attention of our board of directors, management and employees and interfere with the execution of our strategic plan. A contested election could also require us to incur substantial legal and and interfere with the execution of our strategic plan. A contested election could also require us to incur substantial legal and public relations fees and proxy solicitation expenses. The perceived uncertainty as to our future direction resulting from activist public relations fees and proxy solicitation expenses. The perceived uncertainty as to our future direction resulting from activist strategies could also affect the market price and volatility of our common stock. strategies could also affect the market price and volatility of our common stock. As described in Part I, Item 3 of this Annual Report on Form 10-K, certain stockholders and consumers have initiated class As described in Part I, Item 3 of this Annual Report on Form 10-K, certain stockholders and consumers have initiated class action lawsuits against us and certain of our employees and directors. Our defense against this litigation has caused and will action lawsuits against us and certain of our employees and directors. Our defense against this litigation has caused and will continue to cause us to incur additional expenses and continue to divert management’s attention and resources from our continue to cause us to incur additional expenses and continue to divert management’s attention and resources from our business. business. Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of stockholders to change our management and hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result. our common stock may be lower as a result. Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control is considered favorable by for a third party to acquire, or attempt to acquire, control of our company, even if a change in control is considered favorable by you and other stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred you and other stockholders. For example, our board of directors has the authority to issue up to 5,000,000 shares of preferred stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of the preferred stock without any further vote or action by our stockholders. An issuance of shares of preferred stock may result in the loss of voting control to further vote or action by our stockholders. An issuance of shares of preferred stock may result in the loss of voting control to other stockholders, which could delay or prevent a change in control transaction. As a result, the market price of our common other stockholders, which could delay or prevent a change in control transaction. As a result, the market price of our common stock and the voting and other rights of our stockholders may be adversely affected. stock and the voting and other rights of our stockholders may be adversely affected. Our charter documents also contain other provisions that could have an anti-takeover effect, including: Our charter documents also contain other provisions that could have an anti-takeover effect, including: our board of directors is divided into three classes, with each class serving three-year staggered terms, until our 2025 our board of directors is divided into three classes, with each class serving three-year staggered terms, until our 2025 annual meeting of shareholders; annual meeting of shareholders; stockholders are not entitled to remove directors other than by a 66 2/3% vote and only for cause; stockholders are not entitled to remove directors other than by a 66 2/3% vote and only for cause; stockholders are not permitted to take actions by written consent; stockholders are not permitted to take actions by written consent; stockholders are not permitted to call a special meeting of stockholders; stockholders are not permitted to call a special meeting of stockholders; our board of directors is allowed to adopt, amend or repeal our bylaws; and our board of directors is allowed to adopt, amend or repeal our bylaws; and stockholders are required to give us advance notice of their intention to nominate directors or submit proposals for stockholders are required to give us advance notice of their intention to nominate directors or submit proposals for consideration at stockholder meetings. consideration at stockholder meetings. In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (“DGCL”), which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business (“DGCL”), which regulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particular stockholders of those companies. These provisions could discourage potential acquisition combinations with particular stockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others proposals and could delay or prevent a change in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock, including transactions that may be in your best interests. These provisions from making tender offers for our common stock, including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit the price that investors are willing to pay for our stock. may also prevent changes in our management or limit the price that investors are willing to pay for our stock. Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware and the state and federal courts located within the State of alternative forum, the Court of Chancery of the State of Delaware and the state and federal courts located within the State of Delaware are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our Delaware are the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees and, in turn, discourage lawsuits against our directors, officers, or employees. and, in turn, discourage lawsuits against our directors, officers, or employees. Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court in the State of Delaware) will be the sole and exclusive forum for any derivative action or another state or federal court in the State of Delaware) will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers, or other employees to us or our stockholders; any action arising pursuant to any provision of the DGCL, stockholders, officers, or other employees to us or our stockholders; any action arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation, or our bylaws; and any action asserting a claim that is governed by the our amended and restated certificate of incorporation, or our bylaws; and any action asserting a claim that is governed by the internal affairs doctrine. This exclusive forum provision would not apply to any action brought to enforce a duty or liability internal affairs doctrine. This exclusive forum provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders, or other employees, which may discourage such disputes with us or our current or former directors, officers, stockholders, or other employees, which may discourage such lawsuits against us and our current and former directors, officers, stockholders, and other employees. Alternatively, if a court lawsuits against us and our current and former directors, officers, stockholders, and other employees. Alternatively, if a court were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or were to find the exclusive forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other unenforceable in an action, we may incur further significant additional costs associated with resolving such action in other jurisdictions, all of which could have a material adverse effect on our business, financial condition, and results of operations. jurisdictions, all of which could have a material adverse effect on our business, financial condition, and results of operations. Concentration of ownership of our common stock among our existing executive officers, directors and large stockholders Concentration of ownership of our common stock among our existing executive officers, directors and large stockholders may prevent smaller stockholders from influencing significant corporate decisions. may prevent smaller stockholders from influencing significant corporate decisions. Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective Our executive officers, directors and current beneficial owners of 5% or more of our common stock and their respective affiliates, in the aggregate, beneficially own a substantial percentage of our outstanding common stock. These persons, acting affiliates, in the aggregate, beneficially own a substantial percentage of our outstanding common stock. These persons, acting together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of together, are able to significantly influence all matters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transaction. The directors, any merger, consolidation, sale of all or substantially all of our assets, or other significant corporate transaction. The interests of this group of stockholders may not coincide with our interests or the interests of other stockholders. interests of this group of stockholders may not coincide with our interests or the interests of other stockholders. Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment. appreciation, if any, will be your sole source of gains and you may never receive a return on your investment. We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future We have not declared or paid cash dividends on our common stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of our Term Loan Agreement earnings, if any, to fund the development and growth of our business. In addition, the terms of our Term Loan Agreement preclude, and the terms of any future debt agreements are likely to similarly preclude, us from paying dividends. As a result, preclude, and the terms of any future debt agreements are likely to similarly preclude, us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Investors seeking capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Investors seeking cash dividends should not purchase our common stock. cash dividends should not purchase our common stock. 40 40 41 41 Item 1B. Unresolved Staff Comments Item 1B. Unresolved Staff Comments None. None. Item 2. Properties Item 2. Properties on commercially reasonable terms. on commercially reasonable terms. Item 3. Legal Proceedings Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Item 4. Mine Safety Disclosures None. None. Our headquarters are located in Lanham, Maryland, where we occupy approximately 303,000 square feet under a lease that Our headquarters are located in Lanham, Maryland, where we occupy approximately 303,000 square feet under a lease that expires in 2028. Our other material property is 173,000 square feet of leased office space in Cape Town, South Africa. Our expires in 2028. Our other material property is 173,000 square feet of leased office space in Cape Town, South Africa. Our Lanham, Maryland and Cape Town, South Africa properties are used to support both of our business segments. Lanham, Maryland and Cape Town, South Africa properties are used to support both of our business segments. We intend to adjust our facility occupancy commensurate with our business needs and believe that we will be able to do so We intend to adjust our facility occupancy commensurate with our business needs and believe that we will be able to do so As disclosed in Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual As disclosed in Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K, the Company is involved in various claims and legal proceedings arising in the ordinary course of Report on Form 10-K, the Company is involved in various claims and legal proceedings arising in the ordinary course of business and the disclosure in Note 7 relating to certain legal proceedings is incorporated herein by reference. business and the disclosure in Note 7 relating to certain legal proceedings is incorporated herein by reference. General Risk Factors General Risk Factors Increased scrutiny and changing expectations from investors, customers, employees, and others regarding our Increased scrutiny and changing expectations from investors, customers, employees, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, customer acquisition and resources and expose us to additional risks, which could adversely impact our reputation, customer acquisition and retention, access to capital and employee retention. retention, access to capital and employee retention. Companies across all industries are facing increasing scrutiny related to their environmental, social and governance, or Companies across all industries are facing increasing scrutiny related to their environmental, social and governance, or ESG, practices and reporting. Investors, customers, employees and other stakeholders have focused increasingly on ESG ESG, practices and reporting. Investors, customers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. For example, many investment funds focus on positive ESG business practices and sustainability interactions with companies. For example, many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with such company to companies against their peers and if a company is perceived as lagging, these investors may engage with such company to improve ESG disclosure or performance and may also make voting decisions on this basis. With this increased focus and improve ESG disclosure or performance and may also make voting decisions on this basis. With this increased focus and demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do not meet investor, customer, or employee expectations, which continue to evolve, our brand and reputation may be negatively not meet investor, customer, or employee expectations, which continue to evolve, our brand and reputation may be negatively impacted. Any disclosure we make may include our policies and practices on a variety of ESG matters, including corporate impacted. Any disclosure we make may include our policies and practices on a variety of ESG matters, including corporate governance, environmental compliance, employee health and safety practices, human capital management, and workforce governance, environmental compliance, employee health and safety practices, human capital management, and workforce inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG reporting, our ESG practices or our inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG reporting, our ESG practices or our speed of adoption. We could also incur additional costs and devote additional resources to monitor, report and implement speed of adoption. We could also incur additional costs and devote additional resources to monitor, report and implement various ESG practices. If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure various ESG practices. If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, it could negatively impact our reputation, access to capital and employee or the expectations of our various stakeholders, it could negatively impact our reputation, access to capital and employee retention. retention. If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired. basis could be impaired. We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the rules We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the rules and regulations of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain and regulations of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to perform system effective disclosure controls and procedures and internal control over financial reporting. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting in our Form 10-K filing for that year, as required by Section 404 of effectiveness of our internal control over financial reporting in our Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This may require us to incur substantial additional professional fees and internal costs to further the Sarbanes-Oxley Act. This may require us to incur substantial additional professional fees and internal costs to further expand our accounting and finance functions and expend significant management efforts. expand our accounting and finance functions and expend significant management efforts. We may in the future discover material weaknesses in our system of internal financial and accounting controls and We may in the future discover material weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. In addition, our internal control over procedures that could result in a material misstatement of our financial statements. In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud will be detected. errors or fraud will not occur or that all control issues and instances of fraud will be detected. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or statements. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the Securities and Exchange Commission, or SEC, investigations by the stock exchange on which our common stock is listed, the Securities and Exchange Commission, or SEC, or other regulatory authorities. or other regulatory authorities. Our results of operations could be adversely affected by natural disasters, public health crises, political crises, political or Our results of operations could be adversely affected by natural disasters, public health crises, political crises, political or geopolitical crises, the physical effects of climate changes or other catastrophic events. geopolitical crises, the physical effects of climate changes or other catastrophic events. Our business and operations could be materially and adversely affected in the event of droughts, floods, fires, Our business and operations could be materially and adversely affected in the event of droughts, floods, fires, telecommunications failures, blackouts or other power losses, break-ins, acts of terrorism, an outbreak of hostilities, political or telecommunications failures, blackouts or other power losses, break-ins, acts of terrorism, an outbreak of hostilities, political or geopolitical crises such as Russia's recent invasion of the Ukraine, inclement weather, the physical effects of climate change, geopolitical crises such as Russia's recent invasion of the Ukraine, inclement weather, the physical effects of climate change, public health crises, pandemics or endemics, or other catastrophic events. For example, the uncertain nature, magnitude, and public health crises, pandemics or endemics, or other catastrophic events. For example, the uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of the Ukraine, including the potential effects of duration of hostilities stemming from Russia’s recent military invasion of the Ukraine, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, which could negatively impact our results of operations. uncertainty, which could negatively impact our results of operations. 42 42 43 43 General Risk Factors General Risk Factors Item 1B. Unresolved Staff Comments Item 1B. Unresolved Staff Comments Increased scrutiny and changing expectations from investors, customers, employees, and others regarding our Increased scrutiny and changing expectations from investors, customers, employees, and others regarding our environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional environmental, social and governance practices and reporting could cause us to incur additional costs, devote additional resources and expose us to additional risks, which could adversely impact our reputation, customer acquisition and resources and expose us to additional risks, which could adversely impact our reputation, customer acquisition and None. None. Item 2. Properties Item 2. Properties retention, access to capital and employee retention. retention, access to capital and employee retention. Companies across all industries are facing increasing scrutiny related to their environmental, social and governance, or Companies across all industries are facing increasing scrutiny related to their environmental, social and governance, or ESG, practices and reporting. Investors, customers, employees and other stakeholders have focused increasingly on ESG ESG, practices and reporting. Investors, customers, employees and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases and other practices and placed increasing importance on the implications and social cost of their investments, purchases and other interactions with companies. For example, many investment funds focus on positive ESG business practices and sustainability interactions with companies. For example, many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with such company to companies against their peers and if a company is perceived as lagging, these investors may engage with such company to improve ESG disclosure or performance and may also make voting decisions on this basis. With this increased focus and improve ESG disclosure or performance and may also make voting decisions on this basis. With this increased focus and demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting do not meet investor, customer, or employee expectations, which continue to evolve, our brand and reputation may be negatively not meet investor, customer, or employee expectations, which continue to evolve, our brand and reputation may be negatively impacted. Any disclosure we make may include our policies and practices on a variety of ESG matters, including corporate impacted. Any disclosure we make may include our policies and practices on a variety of ESG matters, including corporate governance, environmental compliance, employee health and safety practices, human capital management, and workforce governance, environmental compliance, employee health and safety practices, human capital management, and workforce Our headquarters are located in Lanham, Maryland, where we occupy approximately 303,000 square feet under a lease that Our headquarters are located in Lanham, Maryland, where we occupy approximately 303,000 square feet under a lease that expires in 2028. Our other material property is 173,000 square feet of leased office space in Cape Town, South Africa. Our expires in 2028. Our other material property is 173,000 square feet of leased office space in Cape Town, South Africa. Our Lanham, Maryland and Cape Town, South Africa properties are used to support both of our business segments. Lanham, Maryland and Cape Town, South Africa properties are used to support both of our business segments. We intend to adjust our facility occupancy commensurate with our business needs and believe that we will be able to do so We intend to adjust our facility occupancy commensurate with our business needs and believe that we will be able to do so on commercially reasonable terms. on commercially reasonable terms. Item 3. Legal Proceedings Item 3. Legal Proceedings As disclosed in Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual As disclosed in Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K, the Company is involved in various claims and legal proceedings arising in the ordinary course of Report on Form 10-K, the Company is involved in various claims and legal proceedings arising in the ordinary course of business and the disclosure in Note 7 relating to certain legal proceedings is incorporated herein by reference. business and the disclosure in Note 7 relating to certain legal proceedings is incorporated herein by reference. Item 4. Mine Safety Disclosures Item 4. Mine Safety Disclosures inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG reporting, our ESG practices or our inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG reporting, our ESG practices or our None. None. speed of adoption. We could also incur additional costs and devote additional resources to monitor, report and implement speed of adoption. We could also incur additional costs and devote additional resources to monitor, report and implement various ESG practices. If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure various ESG practices. If we fail, or are perceived to be failing, to meet the standards included in any sustainability disclosure or the expectations of our various stakeholders, it could negatively impact our reputation, access to capital and employee or the expectations of our various stakeholders, it could negatively impact our reputation, access to capital and employee retention. retention. basis could be impaired. basis could be impaired. If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the rules We are subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act and the rules and regulations of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain and regulations of the Nasdaq Global Select Market. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to perform system effective disclosure controls and procedures and internal control over financial reporting. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting in our Form 10-K filing for that year, as required by Section 404 of effectiveness of our internal control over financial reporting in our Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. This may require us to incur substantial additional professional fees and internal costs to further the Sarbanes-Oxley Act. This may require us to incur substantial additional professional fees and internal costs to further expand our accounting and finance functions and expend significant management efforts. expand our accounting and finance functions and expend significant management efforts. We may in the future discover material weaknesses in our system of internal financial and accounting controls and We may in the future discover material weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. In addition, our internal control over procedures that could result in a material misstatement of our financial statements. In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud will be detected. errors or fraud will not occur or that all control issues and instances of fraud will be detected. If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or statements. If that were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the Securities and Exchange Commission, or SEC, investigations by the stock exchange on which our common stock is listed, the Securities and Exchange Commission, or SEC, or other regulatory authorities. or other regulatory authorities. Our results of operations could be adversely affected by natural disasters, public health crises, political crises, political or Our results of operations could be adversely affected by natural disasters, public health crises, political crises, political or geopolitical crises, the physical effects of climate changes or other catastrophic events. geopolitical crises, the physical effects of climate changes or other catastrophic events. Our business and operations could be materially and adversely affected in the event of droughts, floods, fires, Our business and operations could be materially and adversely affected in the event of droughts, floods, fires, telecommunications failures, blackouts or other power losses, break-ins, acts of terrorism, an outbreak of hostilities, political or telecommunications failures, blackouts or other power losses, break-ins, acts of terrorism, an outbreak of hostilities, political or geopolitical crises such as Russia's recent invasion of the Ukraine, inclement weather, the physical effects of climate change, geopolitical crises such as Russia's recent invasion of the Ukraine, inclement weather, the physical effects of climate change, public health crises, pandemics or endemics, or other catastrophic events. For example, the uncertain nature, magnitude, and public health crises, pandemics or endemics, or other catastrophic events. For example, the uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of the Ukraine, including the potential effects of duration of hostilities stemming from Russia’s recent military invasion of the Ukraine, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, which could negatively impact our results of operations. uncertainty, which could negatively impact our results of operations. 42 42 43 43 PART II PART II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Securities Our common stock has been listed on the Nasdaq Global Select Market since March 28, 2014, under the symbol “TWOU.” Our common stock has been listed on the Nasdaq Global Select Market since March 28, 2014, under the symbol “TWOU.” As of February 15, 2023, there were 45 stockholders of record of our common stock. The actual number of stockholders is As of February 15, 2023, there were 45 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. may be held in trust by other entities. Stock Performance Graph Stock Performance Graph You should read the following discussion and analysis of our financial condition and results of operations in conjunction You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review “Special Note Regarding Forward-Looking Statements” and Item 1A “Risk involve risks and uncertainties. You should review “Special Note Regarding Forward-Looking Statements” and Item 1A “Risk Factors” in this report for a discussion of important factors that could cause actual results to differ materially from the results Factors” in this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. described in or implied by the forward-looking statements contained in the following discussion and analysis. This section of this Form 10-K does not address certain items regarding the year ended December 31, 2020. For a This section of this Form 10-K does not address certain items regarding the year ended December 31, 2020. For a discussion of our results of operations and liquidity and capital resources for the year ended December 31, 2020, including a discussion of our results of operations and liquidity and capital resources for the year ended December 31, 2020, including a year-over-year comparison between the years ended December 31, 2021 and 2020, refer to “Management’s Discussion and year-over-year comparison between the years ended December 31, 2021 and 2020, refer to “Management’s Discussion and The graph set forth below compares the cumulative total stockholder return on our common stock with that of the Nasdaq The graph set forth below compares the cumulative total stockholder return on our common stock with that of the Nasdaq Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index for the five years ended Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index for the five years ended December 31, 2022. The graph assumes that $100 was invested at the close of market on the last trading day of the fiscal year December 31, 2022. The graph assumes that $100 was invested at the close of market on the last trading day of the fiscal year ended December 31, 2016 in the common stock of 2U, Inc., the Nasdaq Composite Index, the Russell 3000 Index and the S&P ended December 31, 2016 in the common stock of 2U, Inc., the Nasdaq Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index. We have not paid any cash dividends and, therefore, the cumulative total return North American Technology Software Index. We have not paid any cash dividends and, therefore, the cumulative total return calculation on our common stock is based solely upon our stock price appreciation or depreciation and does not include any calculation on our common stock is based solely upon our stock price appreciation or depreciation and does not include any reinvestment of cash dividends. The data for the Nasdaq Composite Index, the Russell 3000 Index and the S&P North reinvestment of cash dividends. The data for the Nasdaq Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index assumes reinvestments of gross dividends. The comparisons shown in the graph below American Technology Software Index assumes reinvestments of gross dividends. The comparisons shown in the graph below are based upon historical data, and are not necessarily indicative of, nor intended to forecast, the potential future stock are based upon historical data, and are not necessarily indicative of, nor intended to forecast, the potential future stock performance of our common stock. performance of our common stock. Comparison of Cumulative Total Return Comparison of Cumulative Total Return Through December 31, 2022 Through December 31, 2022 Assumes Initial Investment of $100 Assumes Initial Investment of $100 The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that “filed” with the SEC or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933, as amended, or a filing under the Securities Exchange Act of 1934, as amended. of 1933, as amended, or a filing under the Securities Exchange Act of 1934, as amended. Item 6. [Reserved] Item 6. [Reserved] 44 44 45 45 the year ended December 31, 2021. the year ended December 31, 2021. Overview Overview We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education offerings, from free courses to degree programs. offerings, from free courses to degree programs. We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location. offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location. We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. degree of the same quality they would receive on campus. In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces. entities to enable upskilling and reskilling of their workforces. Subsequent Event Subsequent Event In January 2023, we entered into an agreement to amend our First Amended Term Loan Agreement to, among other things, In January 2023, we entered into an agreement to amend our First Amended Term Loan Agreement to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities under the First Amended Term Loan Agreement, we issued the 2030 Notes with an aggregate principal amount of maturities under the First Amended Term Loan Agreement, we issued the 2030 Notes with an aggregate principal amount of $147.0 million. We used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding $147.0 million. We used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Amended Term Loan Facilities from $567 million to $380 million. As part of the principal amount of secured debt under the Amended Term Loan Facilities from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided us with a senior secured first lien refinancing transaction, in addition to extending the maturity date, the lenders provided us with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 in the “Notes to Consolidated Financial revolving loan facility in the principal amount of $40 million. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our debt. Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our debt. 2022 Strategic Realignment Plan 2022 Strategic Realignment Plan During the second quarter of 2022, we accelerated our planned transition to a platform company (the “2022 Strategic During the second quarter of 2022, we accelerated our planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- based marketing strategy that drives traffic to the edX marketplace. As part of the plan, we simplified our executive structure, based marketing strategy that drives traffic to the edX marketplace. As part of the plan, we simplified our executive structure, reduced employee headcount, rationalized our real estate footprint and implemented steps to optimize marketing spend. reduced employee headcount, rationalized our real estate footprint and implemented steps to optimize marketing spend. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Securities Our common stock has been listed on the Nasdaq Global Select Market since March 28, 2014, under the symbol “TWOU.” Our common stock has been listed on the Nasdaq Global Select Market since March 28, 2014, under the symbol “TWOU.” As of February 15, 2023, there were 45 stockholders of record of our common stock. The actual number of stockholders is As of February 15, 2023, there were 45 stockholders of record of our common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. may be held in trust by other entities. Stock Performance Graph Stock Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock with that of the Nasdaq The graph set forth below compares the cumulative total stockholder return on our common stock with that of the Nasdaq Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index for the five years ended Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index for the five years ended December 31, 2022. The graph assumes that $100 was invested at the close of market on the last trading day of the fiscal year December 31, 2022. The graph assumes that $100 was invested at the close of market on the last trading day of the fiscal year ended December 31, 2016 in the common stock of 2U, Inc., the Nasdaq Composite Index, the Russell 3000 Index and the S&P ended December 31, 2016 in the common stock of 2U, Inc., the Nasdaq Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index. We have not paid any cash dividends and, therefore, the cumulative total return North American Technology Software Index. We have not paid any cash dividends and, therefore, the cumulative total return calculation on our common stock is based solely upon our stock price appreciation or depreciation and does not include any calculation on our common stock is based solely upon our stock price appreciation or depreciation and does not include any reinvestment of cash dividends. The data for the Nasdaq Composite Index, the Russell 3000 Index and the S&P North reinvestment of cash dividends. The data for the Nasdaq Composite Index, the Russell 3000 Index and the S&P North American Technology Software Index assumes reinvestments of gross dividends. The comparisons shown in the graph below American Technology Software Index assumes reinvestments of gross dividends. The comparisons shown in the graph below are based upon historical data, and are not necessarily indicative of, nor intended to forecast, the potential future stock are based upon historical data, and are not necessarily indicative of, nor intended to forecast, the potential future stock performance of our common stock. performance of our common stock. Comparison of Cumulative Total Return Comparison of Cumulative Total Return Through December 31, 2022 Through December 31, 2022 Assumes Initial Investment of $100 Assumes Initial Investment of $100 The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be The information presented above in the stock performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that “filed” with the SEC or subject to Regulation 14A or 14C, except to the extent that we subsequently specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act Item 6. [Reserved] Item 6. [Reserved] PART II PART II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations in conjunction You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review “Special Note Regarding Forward-Looking Statements” and Item 1A “Risk involve risks and uncertainties. You should review “Special Note Regarding Forward-Looking Statements” and Item 1A “Risk Factors” in this report for a discussion of important factors that could cause actual results to differ materially from the results Factors” in this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. described in or implied by the forward-looking statements contained in the following discussion and analysis. This section of this Form 10-K does not address certain items regarding the year ended December 31, 2020. For a This section of this Form 10-K does not address certain items regarding the year ended December 31, 2020. For a discussion of our results of operations and liquidity and capital resources for the year ended December 31, 2020, including a discussion of our results of operations and liquidity and capital resources for the year ended December 31, 2020, including a year-over-year comparison between the years ended December 31, 2021 and 2020, refer to “Management’s Discussion and year-over-year comparison between the years ended December 31, 2021 and 2020, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2021. the year ended December 31, 2021. Overview Overview We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock We are a leading online education platform company. Our mission is to expand access to high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, we deliver technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- technology and services that enable our clients to bring their educational offerings online at scale. Through edX, our best-in- class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education class education consumer marketplace with 48 million registered learners, we host a comprehensive range of education offerings, from free courses to degree programs. offerings, from free courses to degree programs. We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than We serve more than 230 top-ranked global universities and other leading organizations and, together, we offer more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro- credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range credentials, professional certificates as well as undergraduate and graduate degree programs. Our offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of our offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education educational goals. Our platform provides our clients with the digital infrastructure to launch world-class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location. offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location. We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. We have two reportable segments: the Degree Program Segment and the Alternative Credential Segment. In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the In our Degree Program Segment, we provide technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. degree of the same quality they would receive on campus. In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, In our Alternative Credential Segment, we provide premium online open courses, executive education programs, technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental individuals, we also sell to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces. entities to enable upskilling and reskilling of their workforces. Subsequent Event Subsequent Event In January 2023, we entered into an agreement to amend our First Amended Term Loan Agreement to, among other things, In January 2023, we entered into an agreement to amend our First Amended Term Loan Agreement to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities under the First Amended Term Loan Agreement, we issued the 2030 Notes with an aggregate principal amount of maturities under the First Amended Term Loan Agreement, we issued the 2030 Notes with an aggregate principal amount of $147.0 million. We used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding $147.0 million. We used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Amended Term Loan Facilities from $567 million to $380 million. As part of the principal amount of secured debt under the Amended Term Loan Facilities from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided us with a senior secured first lien refinancing transaction, in addition to extending the maturity date, the lenders provided us with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 in the “Notes to Consolidated Financial revolving loan facility in the principal amount of $40 million. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our debt. Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our debt. of 1933, as amended, or a filing under the Securities Exchange Act of 1934, as amended. of 1933, as amended, or a filing under the Securities Exchange Act of 1934, as amended. 2022 Strategic Realignment Plan 2022 Strategic Realignment Plan During the second quarter of 2022, we accelerated our planned transition to a platform company (the “2022 Strategic During the second quarter of 2022, we accelerated our planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- Realignment Plan”). The plan was designed to reorient the company around a single platform allowing us to pursue a portfolio- based marketing strategy that drives traffic to the edX marketplace. As part of the plan, we simplified our executive structure, based marketing strategy that drives traffic to the edX marketplace. As part of the plan, we simplified our executive structure, reduced employee headcount, rationalized our real estate footprint and implemented steps to optimize marketing spend. reduced employee headcount, rationalized our real estate footprint and implemented steps to optimize marketing spend. 44 44 45 45 As a result of the plan, in addition to marketing efficiencies, we expect to generate approximately $70 million in annual As a result of the plan, in addition to marketing efficiencies, we expect to generate approximately $70 million in annual periods will generally decline as a percentage of the revenue reported in those same periods as our revenue base from returning periods will generally decline as a percentage of the revenue reported in those same periods as our revenue base from returning cost savings. We anticipate that we will incur aggregate restructuring charges associated with the 2022 Strategic Realignment cost savings. We anticipate that we will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. We recorded $30.7 million in restructuring charges related to the 2022 Plan of approximately $35 million to $40 million. We recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities, and will be recognized as expense over the remaining lease terms ranging from 1 to 9 years. charges relate to leased facilities, and will be recognized as expense over the remaining lease terms ranging from 1 to 9 years. Certain Trends and Uncertainties Certain Trends and Uncertainties The following represents a summary of certain trends and uncertainties, which could have a significant impact on our The following represents a summary of certain trends and uncertainties, which could have a significant impact on our financial condition and results of operations. This summary is not intended to be a complete list of potential trends and financial condition and results of operations. This summary is not intended to be a complete list of potential trends and uncertainties and should be considered along with the factors identified in the section titled “Risk Factors” of this Annual uncertainties and should be considered along with the factors identified in the section titled “Risk Factors” of this Annual Report on Form 10-K and elsewhere in this report. Report on Form 10-K and elsewhere in this report. • • The risk of a data security breach or service disruption has increased as the frequency, intensity and sophistication of The risk of a data security breach or service disruption has increased as the frequency, intensity and sophistication of attempted attacks and intrusions from around the world have increased. While we make significant efforts to maintain attempted attacks and intrusions from around the world have increased. While we make significant efforts to maintain the security and integrity of our services and computer systems, our cybersecurity measures and the cybersecurity the security and integrity of our services and computer systems, our cybersecurity measures and the cybersecurity measures taken by our third-party software and service providers may be unable to anticipate, detect or prevent all measures taken by our third-party software and service providers may be unable to anticipate, detect or prevent all attempts to compromise our systems. In particular, the risk of cyber-attacks or other privacy or data security incidents attempts to compromise our systems. In particular, the risk of cyber-attacks or other privacy or data security incidents may be heightened because many of our employees and third-party service providers work remotely from networks may be heightened because many of our employees and third-party service providers work remotely from networks that may be less secure. that may be less secure. • We and our university clients are subject to certain education laws, regulations and guidance that are frequently • We and our university clients are subject to certain education laws, regulations and guidance that are frequently revised, repealed or expanded. Any administration may change certain DOE rules, guidance or policies in accordance revised, repealed or expanded. Any administration may change certain DOE rules, guidance or policies in accordance with its policy priorities. The outcome of the process to re-authorize the HEA, any DOE rulemakings, or other law, with its policy priorities. The outcome of the process to re-authorize the HEA, any DOE rulemakings, or other law, guidance or policy changes may alter the regulatory landscape of the higher education industry, and thereby impact the guidance or policy changes may alter the regulatory landscape of the higher education industry, and thereby impact the manner in which we conduct business and serve our university clients. manner in which we conduct business and serve our university clients. • • • • A general slowdown in the global economy, including a recession, inflation or a tightening of the credit markets could A general slowdown in the global economy, including a recession, inflation or a tightening of the credit markets could adversely impact our business, financial condition and results of operations. Demand for our offerings from students adversely impact our business, financial condition and results of operations. Demand for our offerings from students can be impacted by the labor market and general economic conditions. For example, in a strong job market, demand can be impacted by the labor market and general economic conditions. For example, in a strong job market, demand for our offerings may decrease. Macroeconomic weakness and uncertainty may also make it more difficult to access for our offerings may decrease. Macroeconomic weakness and uncertainty may also make it more difficult to access capital markets and to forecast our future operating results including revenue, cash flows, and profitability. capital markets and to forecast our future operating results including revenue, cash flows, and profitability. During the second quarter of 2022, we implemented the 2022 Strategic Realignment Plan, accelerating our transition During the second quarter of 2022, we implemented the 2022 Strategic Realignment Plan, accelerating our transition to a platform company. We believe the implementation of the 2022 Strategic Realignment Plan will strengthen our to a platform company. We believe the implementation of the 2022 Strategic Realignment Plan will strengthen our business by driving profitability and cash flow. If we are unable to realize the anticipated benefits of the 2022 Strategic business by driving profitability and cash flow. If we are unable to realize the anticipated benefits of the 2022 Strategic Realignment Plan, our results of operations and financial condition could be materially and adversely affected. Realignment Plan, our results of operations and financial condition could be materially and adversely affected. Our Business Model and Components of Operating Results Our Business Model and Components of Operating Results The key elements of our business model and components of our operating results are described below. The key elements of our business model and components of our operating results are described below. Revenue Drivers Revenue Drivers In our Degree Program Segment, we derive substantially all of our revenue from revenue-share arrangements with our In our Degree Program Segment, we derive substantially all of our revenue from revenue-share arrangements with our university clients under which we receive a contractually specified percentage of the amounts students pay them to enroll in university clients under which we receive a contractually specified percentage of the amounts students pay them to enroll in degree programs. In our Alternative Credential Segment, we derive substantially all of our revenue from tuition and fees from degree programs. In our Alternative Credential Segment, we derive substantially all of our revenue from tuition and fees from students taking our executive education programs, boot camps, and premium online open courses. Revenue in each segment is students taking our executive education programs, boot camps, and premium online open courses. Revenue in each segment is primarily driven by the number of student enrollments in our offerings. primarily driven by the number of student enrollments in our offerings. Operating Expense Operating Expense Marketing and Sales Marketing and Sales Our most significant expense relates to marketing and sales activities to attract students to our offerings across both of our Our most significant expense relates to marketing and sales activities to attract students to our offerings across both of our segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as well as personnel and personnel-related expense for our marketing and recruiting teams. well as personnel and personnel-related expense for our marketing and recruiting teams. In our Degree Program Segment, our marketing and sales expense in any period generates student enrollments eight In our Degree Program Segment, our marketing and sales expense in any period generates student enrollments eight months later, on average. We then generate revenue as students progress through their programs, which generally occurs over a months later, on average. We then generate revenue as students progress through their programs, which generally occurs over a two-year period following initial enrollment. Accordingly, our marketing and sales expense in any period is an investment to two-year period following initial enrollment. Accordingly, our marketing and sales expense in any period is an investment to generate revenue in future periods. Therefore, we do not believe it is meaningful to directly compare current period revenue to generate revenue in future periods. Therefore, we do not believe it is meaningful to directly compare current period revenue to current period marketing and sales expense. Further, in this segment we believe that our marketing and sales expense in future current period marketing and sales expense. Further, in this segment we believe that our marketing and sales expense in future In our Alternative Credential Segment, our marketing and sales expense in any period generates student enrollments as In our Alternative Credential Segment, our marketing and sales expense in any period generates student enrollments as much as 24 weeks later. We then generate revenue as students progress through their courses, which typically occurs over a much as 24 weeks later. We then generate revenue as students progress through their courses, which typically occurs over a students in existing programs increases. students in existing programs increases. two- to six-month period following initial enrollment. two- to six-month period following initial enrollment. Curriculum and Teaching Curriculum and Teaching Curriculum and teaching expense consists primarily of amounts due to universities for licenses to use their brand names Curriculum and teaching expense consists primarily of amounts due to universities for licenses to use their brand names and other trademarks in connection with our executive education and boot camp offerings. The payments are based on and other trademarks in connection with our executive education and boot camp offerings. The payments are based on contractually specified percentages of the tuition and fees we receive from students in those offerings. Curriculum and teaching contractually specified percentages of the tuition and fees we receive from students in those offerings. Curriculum and teaching expense also includes personnel and personnel-related expense for our executive education and boot camp instructional staff. expense also includes personnel and personnel-related expense for our executive education and boot camp instructional staff. Servicing and support expense consists primarily of personnel and personnel-related expense associated with the Servicing and support expense consists primarily of personnel and personnel-related expense associated with the management and operations of our educational offerings, as well as supporting students and faculty members. Servicing and management and operations of our educational offerings, as well as supporting students and faculty members. Servicing and support expense also includes expenses to support our platform, facilitate in-program field placements and student immersions, support expense also includes expenses to support our platform, facilitate in-program field placements and student immersions, Servicing and Support Servicing and Support and assist with compliance requirements. and assist with compliance requirements. Technology and Content Development Technology and Content Development General and Administrative General and Administrative Restructuring charges Restructuring charges associated with professional services. associated with professional services. Net Interest Income (Expense) Net Interest Income (Expense) Loss on Debt Extinguishment Loss on Debt Extinguishment Other Income (Expense), Net Other Income (Expense), Net Income Taxes Income Taxes Technology and content development expense consists primarily of personnel and personnel-related expense associated Technology and content development expense consists primarily of personnel and personnel-related expense associated with the ongoing improvement and maintenance of our platform, as well as hosting and licensing expenses. Technology and with the ongoing improvement and maintenance of our platform, as well as hosting and licensing expenses. Technology and content expense also includes the amortization of capitalized technology and content. content expense also includes the amortization of capitalized technology and content. General and administrative expense consists primarily of personnel and personnel-related expense for our centralized General and administrative expense consists primarily of personnel and personnel-related expense for our centralized functions, including executive management, legal, finance, human resources, and other departments that do not provide direct functions, including executive management, legal, finance, human resources, and other departments that do not provide direct operational services. General and administrative expense also includes professional fees and other corporate expenses. operational services. General and administrative expense also includes professional fees and other corporate expenses. Restructuring charges consist of severance and severance-related costs, costs associated with the exit of facilities, and costs Restructuring charges consist of severance and severance-related costs, costs associated with the exit of facilities, and costs Net interest income (expense) consists primarily of interest expense from our long-term debt and interest income from our Net interest income (expense) consists primarily of interest expense from our long-term debt and interest income from our cash and cash equivalents. Interest expense also includes the amortization of debt issuance costs. cash and cash equivalents. Interest expense also includes the amortization of debt issuance costs. Loss on debt extinguishment consists of amounts recorded related to the retirement of our debt obligations. Loss on debt extinguishment consists of amounts recorded related to the retirement of our debt obligations. Other income (expense), net consists primarily of foreign currency gains and losses, gains and losses related to the sale of Other income (expense), net consists primarily of foreign currency gains and losses, gains and losses related to the sale of investments and other non-operating income and expense. investments and other non-operating income and expense. Our income tax provisions for all periods consist of U.S. federal, state and foreign income taxes. Our effective tax rate for Our income tax provisions for all periods consist of U.S. federal, state and foreign income taxes. Our effective tax rate for the period is based on a mix of higher-taxed and lower-taxed jurisdictions. On August 16, 2022, the U.S. enacted the Inflation the period is based on a mix of higher-taxed and lower-taxed jurisdictions. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, we do not corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, we do not believe this legislation will have a material impact on our consolidated financial statements. believe this legislation will have a material impact on our consolidated financial statements. 46 46 47 47 As a result of the plan, in addition to marketing efficiencies, we expect to generate approximately $70 million in annual As a result of the plan, in addition to marketing efficiencies, we expect to generate approximately $70 million in annual cost savings. We anticipate that we will incur aggregate restructuring charges associated with the 2022 Strategic Realignment cost savings. We anticipate that we will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. We recorded $30.7 million in restructuring charges related to the 2022 Plan of approximately $35 million to $40 million. We recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities, and will be recognized as expense over the remaining lease terms ranging from 1 to 9 years. charges relate to leased facilities, and will be recognized as expense over the remaining lease terms ranging from 1 to 9 years. Certain Trends and Uncertainties Certain Trends and Uncertainties The following represents a summary of certain trends and uncertainties, which could have a significant impact on our The following represents a summary of certain trends and uncertainties, which could have a significant impact on our financial condition and results of operations. This summary is not intended to be a complete list of potential trends and financial condition and results of operations. This summary is not intended to be a complete list of potential trends and uncertainties and should be considered along with the factors identified in the section titled “Risk Factors” of this Annual uncertainties and should be considered along with the factors identified in the section titled “Risk Factors” of this Annual Report on Form 10-K and elsewhere in this report. Report on Form 10-K and elsewhere in this report. • • The risk of a data security breach or service disruption has increased as the frequency, intensity and sophistication of The risk of a data security breach or service disruption has increased as the frequency, intensity and sophistication of attempted attacks and intrusions from around the world have increased. While we make significant efforts to maintain attempted attacks and intrusions from around the world have increased. While we make significant efforts to maintain the security and integrity of our services and computer systems, our cybersecurity measures and the cybersecurity the security and integrity of our services and computer systems, our cybersecurity measures and the cybersecurity measures taken by our third-party software and service providers may be unable to anticipate, detect or prevent all measures taken by our third-party software and service providers may be unable to anticipate, detect or prevent all attempts to compromise our systems. In particular, the risk of cyber-attacks or other privacy or data security incidents attempts to compromise our systems. In particular, the risk of cyber-attacks or other privacy or data security incidents may be heightened because many of our employees and third-party service providers work remotely from networks may be heightened because many of our employees and third-party service providers work remotely from networks that may be less secure. that may be less secure. • We and our university clients are subject to certain education laws, regulations and guidance that are frequently • We and our university clients are subject to certain education laws, regulations and guidance that are frequently revised, repealed or expanded. Any administration may change certain DOE rules, guidance or policies in accordance revised, repealed or expanded. Any administration may change certain DOE rules, guidance or policies in accordance with its policy priorities. The outcome of the process to re-authorize the HEA, any DOE rulemakings, or other law, with its policy priorities. The outcome of the process to re-authorize the HEA, any DOE rulemakings, or other law, guidance or policy changes may alter the regulatory landscape of the higher education industry, and thereby impact the guidance or policy changes may alter the regulatory landscape of the higher education industry, and thereby impact the manner in which we conduct business and serve our university clients. manner in which we conduct business and serve our university clients. • • A general slowdown in the global economy, including a recession, inflation or a tightening of the credit markets could A general slowdown in the global economy, including a recession, inflation or a tightening of the credit markets could adversely impact our business, financial condition and results of operations. Demand for our offerings from students adversely impact our business, financial condition and results of operations. Demand for our offerings from students can be impacted by the labor market and general economic conditions. For example, in a strong job market, demand can be impacted by the labor market and general economic conditions. For example, in a strong job market, demand for our offerings may decrease. Macroeconomic weakness and uncertainty may also make it more difficult to access for our offerings may decrease. Macroeconomic weakness and uncertainty may also make it more difficult to access capital markets and to forecast our future operating results including revenue, cash flows, and profitability. capital markets and to forecast our future operating results including revenue, cash flows, and profitability. • • During the second quarter of 2022, we implemented the 2022 Strategic Realignment Plan, accelerating our transition During the second quarter of 2022, we implemented the 2022 Strategic Realignment Plan, accelerating our transition to a platform company. We believe the implementation of the 2022 Strategic Realignment Plan will strengthen our to a platform company. We believe the implementation of the 2022 Strategic Realignment Plan will strengthen our business by driving profitability and cash flow. If we are unable to realize the anticipated benefits of the 2022 Strategic business by driving profitability and cash flow. If we are unable to realize the anticipated benefits of the 2022 Strategic Our Business Model and Components of Operating Results Our Business Model and Components of Operating Results The key elements of our business model and components of our operating results are described below. The key elements of our business model and components of our operating results are described below. In our Degree Program Segment, we derive substantially all of our revenue from revenue-share arrangements with our In our Degree Program Segment, we derive substantially all of our revenue from revenue-share arrangements with our degree programs. In our Alternative Credential Segment, we derive substantially all of our revenue from tuition and fees from degree programs. In our Alternative Credential Segment, we derive substantially all of our revenue from tuition and fees from students taking our executive education programs, boot camps, and premium online open courses. Revenue in each segment is students taking our executive education programs, boot camps, and premium online open courses. Revenue in each segment is primarily driven by the number of student enrollments in our offerings. primarily driven by the number of student enrollments in our offerings. Revenue Drivers Revenue Drivers Operating Expense Operating Expense Marketing and Sales Marketing and Sales Our most significant expense relates to marketing and sales activities to attract students to our offerings across both of our Our most significant expense relates to marketing and sales activities to attract students to our offerings across both of our segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as well as personnel and personnel-related expense for our marketing and recruiting teams. well as personnel and personnel-related expense for our marketing and recruiting teams. In our Degree Program Segment, our marketing and sales expense in any period generates student enrollments eight In our Degree Program Segment, our marketing and sales expense in any period generates student enrollments eight months later, on average. We then generate revenue as students progress through their programs, which generally occurs over a months later, on average. We then generate revenue as students progress through their programs, which generally occurs over a two-year period following initial enrollment. Accordingly, our marketing and sales expense in any period is an investment to two-year period following initial enrollment. Accordingly, our marketing and sales expense in any period is an investment to generate revenue in future periods. Therefore, we do not believe it is meaningful to directly compare current period revenue to generate revenue in future periods. Therefore, we do not believe it is meaningful to directly compare current period revenue to current period marketing and sales expense. Further, in this segment we believe that our marketing and sales expense in future current period marketing and sales expense. Further, in this segment we believe that our marketing and sales expense in future periods will generally decline as a percentage of the revenue reported in those same periods as our revenue base from returning periods will generally decline as a percentage of the revenue reported in those same periods as our revenue base from returning students in existing programs increases. students in existing programs increases. In our Alternative Credential Segment, our marketing and sales expense in any period generates student enrollments as In our Alternative Credential Segment, our marketing and sales expense in any period generates student enrollments as much as 24 weeks later. We then generate revenue as students progress through their courses, which typically occurs over a much as 24 weeks later. We then generate revenue as students progress through their courses, which typically occurs over a two- to six-month period following initial enrollment. two- to six-month period following initial enrollment. Curriculum and Teaching Curriculum and Teaching Curriculum and teaching expense consists primarily of amounts due to universities for licenses to use their brand names Curriculum and teaching expense consists primarily of amounts due to universities for licenses to use their brand names and other trademarks in connection with our executive education and boot camp offerings. The payments are based on and other trademarks in connection with our executive education and boot camp offerings. The payments are based on contractually specified percentages of the tuition and fees we receive from students in those offerings. Curriculum and teaching contractually specified percentages of the tuition and fees we receive from students in those offerings. Curriculum and teaching expense also includes personnel and personnel-related expense for our executive education and boot camp instructional staff. expense also includes personnel and personnel-related expense for our executive education and boot camp instructional staff. Servicing and Support Servicing and Support Servicing and support expense consists primarily of personnel and personnel-related expense associated with the Servicing and support expense consists primarily of personnel and personnel-related expense associated with the management and operations of our educational offerings, as well as supporting students and faculty members. Servicing and management and operations of our educational offerings, as well as supporting students and faculty members. Servicing and support expense also includes expenses to support our platform, facilitate in-program field placements and student immersions, support expense also includes expenses to support our platform, facilitate in-program field placements and student immersions, and assist with compliance requirements. and assist with compliance requirements. Technology and Content Development Technology and Content Development Technology and content development expense consists primarily of personnel and personnel-related expense associated Technology and content development expense consists primarily of personnel and personnel-related expense associated with the ongoing improvement and maintenance of our platform, as well as hosting and licensing expenses. Technology and with the ongoing improvement and maintenance of our platform, as well as hosting and licensing expenses. Technology and content expense also includes the amortization of capitalized technology and content. content expense also includes the amortization of capitalized technology and content. General and Administrative General and Administrative General and administrative expense consists primarily of personnel and personnel-related expense for our centralized General and administrative expense consists primarily of personnel and personnel-related expense for our centralized functions, including executive management, legal, finance, human resources, and other departments that do not provide direct functions, including executive management, legal, finance, human resources, and other departments that do not provide direct operational services. General and administrative expense also includes professional fees and other corporate expenses. operational services. General and administrative expense also includes professional fees and other corporate expenses. Restructuring charges Restructuring charges Restructuring charges consist of severance and severance-related costs, costs associated with the exit of facilities, and costs Restructuring charges consist of severance and severance-related costs, costs associated with the exit of facilities, and costs associated with professional services. associated with professional services. Realignment Plan, our results of operations and financial condition could be materially and adversely affected. Realignment Plan, our results of operations and financial condition could be materially and adversely affected. Net Interest Income (Expense) Net Interest Income (Expense) Net interest income (expense) consists primarily of interest expense from our long-term debt and interest income from our Net interest income (expense) consists primarily of interest expense from our long-term debt and interest income from our cash and cash equivalents. Interest expense also includes the amortization of debt issuance costs. cash and cash equivalents. Interest expense also includes the amortization of debt issuance costs. Loss on Debt Extinguishment Loss on Debt Extinguishment Loss on debt extinguishment consists of amounts recorded related to the retirement of our debt obligations. Loss on debt extinguishment consists of amounts recorded related to the retirement of our debt obligations. university clients under which we receive a contractually specified percentage of the amounts students pay them to enroll in university clients under which we receive a contractually specified percentage of the amounts students pay them to enroll in Other Income (Expense), Net Other Income (Expense), Net Other income (expense), net consists primarily of foreign currency gains and losses, gains and losses related to the sale of Other income (expense), net consists primarily of foreign currency gains and losses, gains and losses related to the sale of investments and other non-operating income and expense. investments and other non-operating income and expense. Income Taxes Income Taxes Our income tax provisions for all periods consist of U.S. federal, state and foreign income taxes. Our effective tax rate for Our income tax provisions for all periods consist of U.S. federal, state and foreign income taxes. Our effective tax rate for the period is based on a mix of higher-taxed and lower-taxed jurisdictions. On August 16, 2022, the U.S. enacted the Inflation the period is based on a mix of higher-taxed and lower-taxed jurisdictions. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, we do not corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, we do not believe this legislation will have a material impact on our consolidated financial statements. believe this legislation will have a material impact on our consolidated financial statements. 46 46 47 47 Results of OperationsConsolidated Operating ResultsComparison of Years Ended December 31, 2022 and 2021 The following table presents selected consolidated statement of operations and comprehensive loss data for each of the periods indicated.Year Ended December 31, 20222021Period-to-Period Change AmountPercentage of RevenueAmountPercentage of RevenueAmountPercentage(dollars in thousands)Revenue$ 963,080 100.0 %$ 945,682 100.0 %$ 17,398 1.8 %Costs and expensesCurriculum and teaching 129,886 13.5 130,817 13.8 (931) (0.7) Servicing and support 147,797 15.3 138,548 14.7 9,249 6.7 Technology and content development 190,472 19.8 179,061 18.9 11,411 6.4 Marketing and sales 422,147 43.8 456,096 48.2 (33,949) (7.4) General and administrative 159,418 16.6 200,054 21.2 (40,636) (20.3) Restructuring charges 33,239 3.5 8,544 0.9 24,695 289.0 Impairment charges 138,291 14.4 — — 138,291 *Total costs and expenses 1,221,250 126.9 1,113,120 117.7 108,130 9.7 Loss from operations (258,170) (26.9) (167,438) (17.7) (90,732) 54.2 Interest income 1,165 0.1 1,475 0.2 (310) (21.1) Interest expense (62,234) (6.5) (51,222) (5.4) (11,012) 21.5 Loss on debt extinguishment — — (1,101) (0.1) 1,101 (100.0) Other income (expense), net (3,815) (0.4) 22,324 2.4 (26,139) 117.1 Loss before income taxes (323,054) (33.7) (195,962) (20.6) (127,092) 64.9 Income tax benefit 903 0.1 1,196 0.1 (293) (24.4) Net loss$ (322,151) (33.6) %$ (194,766) (20.5) %$ (127,385) 65.4 %*Not meaningful for comparative purposes.Revenue. Revenue for the year ended December 31, 2022 increased $17.4 million, or 1.8%, to $963.1 million as compared to $945.7 million in 2021. Revenue for the year ended December 31, 2022 includes $39.2 million of revenue from legacy edX offerings. Revenue from our Degree Program Segment decreased $20.7 million, or 3.5%. Average revenue per full course equivalent (“FCE”) enrollment decreased from $2,497 to $2,447, or 2.0%, and FCE enrollments decreased by 3,610, or 1.5%.Revenue from our Alternative Credential Segment increased $38.1 million, or 10.8%. FCE enrollments increased by 7,387, or 8.6%, and average revenue per FCE enrollment decreased from $4,105 to $3,897, or 5.1%.Curriculum and Teaching. Curriculum and teaching expense decreased $0.9 million, or 0.7%, to $129.9 million as compared to $130.8 million in 2021. The 2022 expense includes $0.2 million of operating expense from edX. The remaining decrease of $1.1 million was primarily due to lower expense as a result of a reduction in amounts due to university clients driven by lower revenue in certain offerings in our Alternative Credential Segment.Servicing and Support. Servicing and support expense increased $9.2 million, or 6.7%, to $147.8 million as compared to $138.5 million in 2021. The 2022 expense includes $10.8 million of operating expense from edX, an increase of $9.1 million. The remaining increase of $0.1 million was primarily due to a $1.9 million increase in other student support costs, partially offset by a $1.8 million decrease in personnel and personnel-related expense. Technology and Content Development. Technology and content development expense increased $11.4 million, or 6.4%, to $190.5 million as compared to $179.1 million in 2021. The 2022 expense includes $21.2 million of operating expense from 48edX, an increase of $17.1 million. The remaining decrease of $5.7 million was primarily due to an $8.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. This decrease was partially offset by a $3.0 million increase in expenses to support our platform and software applications.Marketing and Sales. Marketing and sales expense decreased $33.9 million, or 7.4%, to $422.1 million as compared to $456.1 million in 2021. The 2022 expense includes $29.4 million of operating expense from edX, an increase of $24.4 million. The remaining decrease of $58.3 million was primarily due to a $51.1 million decrease in marketing expense from the implementation of a more efficient marketing framework and a $13.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. These decreases were partially offset by a $4.1 million increase in depreciation and amortization expense.General and Administrative. General and administrative expense decreased $40.6 million, or 20.3%, to $159.4 million as compared to $200.1 million in 2021. The 2022 expense includes $6.4 million of operating expense from edX, an increase of $2.8 million. The remaining decrease of $43.4 million was primarily due to a $27.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation, a $13.9 million decrease in transaction and integration expense, and a $2.7 million decrease in certain litigation-related expense. Restructuring Charges. Restructuring charges increased $24.7 million, or 289.0%, to $33.2 million as compared to $8.5 million in 2021. Restructuring charges for the year ended December 31, 2022 include $15.4 million in severance and severance-related expense, $12.3 million in lease and facility exit costs, $2.0 million in professional and other fees relating to restructuring activities, and $1.0 million in acceleration of certain technology and content development costs, each in connection with the 2022 Strategic Realignment Plan, and $2.5 million in other restructuring charges. Restructuring charges for the year ended December 31, 2021 include $6.4 million in lease and facility exit costs and $2.1 million in severance and severance-related expense.Impairment Charges. In the first quarter of 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. In the third quarter of 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively.Net Interest Income (Expense). Net interest expense increased $11.3 million, or 23%, to $61.1 million as compared to $49.7 million in 2021. This increase was primarily due to a $31.7 million increase in interest expense incurred under our Amended Term Loan Facilities. This increase was partially offset by a $20.3 million decrease in interest expense due to the adoption of ASU 2020-06, which eliminated the amortization of the debt discount previously associated with the 2025 Notes.Loss on Debt Extinguishment. The loss on debt extinguishment for the year ended December 31, 2021 was due to the write-off of deferred financing costs and fees paid in connection with the termination of our $50 million credit agreement in June 2021.Other Income (Expense), Net. Other expense, net was $3.8 million for the year ended December 31, 2022, as compared to other income, net of $22.3 million for the year ended December 31, 2021. This change was primarily due to the gain recognized in connection with the sale of our investment in an education technology company in 2021.Income Tax Benefit. For the year ended December 31, 2022, we recognized an income tax benefit of $0.9 million, and our effective tax rate was approximately 0.3%. For the year ended December 31, 2021, we recognized an income tax benefit of $1.2 million, and our effective tax rate was approximately 0.6%. To date, we have not been required to pay U.S. federal income taxes because of our current and accumulated net operating losses.49Results of OperationsConsolidated Operating ResultsComparison of Years Ended December 31, 2022 and 2021 The following table presents selected consolidated statement of operations and comprehensive loss data for each of the periods indicated.Year Ended December 31, 20222021Period-to-Period Change AmountPercentage of RevenueAmountPercentage of RevenueAmountPercentage(dollars in thousands)Revenue$ 963,080 100.0 %$ 945,682 100.0 %$ 17,398 1.8 %Costs and expensesCurriculum and teaching 129,886 13.5 130,817 13.8 (931) (0.7) Servicing and support 147,797 15.3 138,548 14.7 9,249 6.7 Technology and content development 190,472 19.8 179,061 18.9 11,411 6.4 Marketing and sales 422,147 43.8 456,096 48.2 (33,949) (7.4) General and administrative 159,418 16.6 200,054 21.2 (40,636) (20.3) Restructuring charges 33,239 3.5 8,544 0.9 24,695 289.0 Impairment charges 138,291 14.4 — — 138,291 *Total costs and expenses 1,221,250 126.9 1,113,120 117.7 108,130 9.7 Loss from operations (258,170) (26.9) (167,438) (17.7) (90,732) 54.2 Interest income 1,165 0.1 1,475 0.2 (310) (21.1) Interest expense (62,234) (6.5) (51,222) (5.4) (11,012) 21.5 Loss on debt extinguishment — — (1,101) (0.1) 1,101 (100.0) Other income (expense), net (3,815) (0.4) 22,324 2.4 (26,139) 117.1 Loss before income taxes (323,054) (33.7) (195,962) (20.6) (127,092) 64.9 Income tax benefit 903 0.1 1,196 0.1 (293) (24.4) Net loss$ (322,151) (33.6) %$ (194,766) (20.5) %$ (127,385) 65.4 %*Not meaningful for comparative purposes.Revenue. Revenue for the year ended December 31, 2022 increased $17.4 million, or 1.8%, to $963.1 million as compared to $945.7 million in 2021. Revenue for the year ended December 31, 2022 includes $39.2 million of revenue from legacy edX offerings. Revenue from our Degree Program Segment decreased $20.7 million, or 3.5%. Average revenue per full course equivalent (“FCE”) enrollment decreased from $2,497 to $2,447, or 2.0%, and FCE enrollments decreased by 3,610, or 1.5%.Revenue from our Alternative Credential Segment increased $38.1 million, or 10.8%. FCE enrollments increased by 7,387, or 8.6%, and average revenue per FCE enrollment decreased from $4,105 to $3,897, or 5.1%.Curriculum and Teaching. Curriculum and teaching expense decreased $0.9 million, or 0.7%, to $129.9 million as compared to $130.8 million in 2021. The 2022 expense includes $0.2 million of operating expense from edX. The remaining decrease of $1.1 million was primarily due to lower expense as a result of a reduction in amounts due to university clients driven by lower revenue in certain offerings in our Alternative Credential Segment.Servicing and Support. Servicing and support expense increased $9.2 million, or 6.7%, to $147.8 million as compared to $138.5 million in 2021. The 2022 expense includes $10.8 million of operating expense from edX, an increase of $9.1 million. The remaining increase of $0.1 million was primarily due to a $1.9 million increase in other student support costs, partially offset by a $1.8 million decrease in personnel and personnel-related expense. Technology and Content Development. Technology and content development expense increased $11.4 million, or 6.4%, to $190.5 million as compared to $179.1 million in 2021. The 2022 expense includes $21.2 million of operating expense from 48edX, an increase of $17.1 million. The remaining decrease of $5.7 million was primarily due to an $8.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. This decrease was partially offset by a $3.0 million increase in expenses to support our platform and software applications.Marketing and Sales. Marketing and sales expense decreased $33.9 million, or 7.4%, to $422.1 million as compared to $456.1 million in 2021. The 2022 expense includes $29.4 million of operating expense from edX, an increase of $24.4 million. The remaining decrease of $58.3 million was primarily due to a $51.1 million decrease in marketing expense from the implementation of a more efficient marketing framework and a $13.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. These decreases were partially offset by a $4.1 million increase in depreciation and amortization expense.General and Administrative. General and administrative expense decreased $40.6 million, or 20.3%, to $159.4 million as compared to $200.1 million in 2021. The 2022 expense includes $6.4 million of operating expense from edX, an increase of $2.8 million. The remaining decrease of $43.4 million was primarily due to a $27.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation, a $13.9 million decrease in transaction and integration expense, and a $2.7 million decrease in certain litigation-related expense. Restructuring Charges. Restructuring charges increased $24.7 million, or 289.0%, to $33.2 million as compared to $8.5 million in 2021. Restructuring charges for the year ended December 31, 2022 include $15.4 million in severance and severance-related expense, $12.3 million in lease and facility exit costs, $2.0 million in professional and other fees relating to restructuring activities, and $1.0 million in acceleration of certain technology and content development costs, each in connection with the 2022 Strategic Realignment Plan, and $2.5 million in other restructuring charges. Restructuring charges for the year ended December 31, 2021 include $6.4 million in lease and facility exit costs and $2.1 million in severance and severance-related expense.Impairment Charges. In the first quarter of 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. In the third quarter of 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively.Net Interest Income (Expense). Net interest expense increased $11.3 million, or 23%, to $61.1 million as compared to $49.7 million in 2021. This increase was primarily due to a $31.7 million increase in interest expense incurred under our Amended Term Loan Facilities. This increase was partially offset by a $20.3 million decrease in interest expense due to the adoption of ASU 2020-06, which eliminated the amortization of the debt discount previously associated with the 2025 Notes.Loss on Debt Extinguishment. The loss on debt extinguishment for the year ended December 31, 2021 was due to the write-off of deferred financing costs and fees paid in connection with the termination of our $50 million credit agreement in June 2021.Other Income (Expense), Net. Other expense, net was $3.8 million for the year ended December 31, 2022, as compared to other income, net of $22.3 million for the year ended December 31, 2021. This change was primarily due to the gain recognized in connection with the sale of our investment in an education technology company in 2021.Income Tax Benefit. For the year ended December 31, 2022, we recognized an income tax benefit of $0.9 million, and our effective tax rate was approximately 0.3%. For the year ended December 31, 2021, we recognized an income tax benefit of $1.2 million, and our effective tax rate was approximately 0.6%. To date, we have not been required to pay U.S. federal income taxes because of our current and accumulated net operating losses.49 Results of OperationsConsolidated Operating ResultsComparison of Years Ended December 31, 2022 and 2021 The following table presents selected consolidated statement of operations and comprehensive loss data for each of the periods indicated.Year Ended December 31, 20222021Period-to-Period Change AmountPercentage of RevenueAmountPercentage of RevenueAmountPercentage(dollars in thousands)Revenue$ 963,080 100.0 %$ 945,682 100.0 %$ 17,398 1.8 %Costs and expensesCurriculum and teaching 129,886 13.5 130,817 13.8 (931) (0.7) Servicing and support 147,797 15.3 138,548 14.7 9,249 6.7 Technology and content development 190,472 19.8 179,061 18.9 11,411 6.4 Marketing and sales 422,147 43.8 456,096 48.2 (33,949) (7.4) General and administrative 159,418 16.6 200,054 21.2 (40,636) (20.3) Restructuring charges 33,239 3.5 8,544 0.9 24,695 289.0 Impairment charges 138,291 14.4 — — 138,291 *Total costs and expenses 1,221,250 126.9 1,113,120 117.7 108,130 9.7 Loss from operations (258,170) (26.9) (167,438) (17.7) (90,732) 54.2 Interest income 1,165 0.1 1,475 0.2 (310) (21.1) Interest expense (62,234) (6.5) (51,222) (5.4) (11,012) 21.5 Loss on debt extinguishment — — (1,101) (0.1) 1,101 (100.0) Other income (expense), net (3,815) (0.4) 22,324 2.4 (26,139) 117.1 Loss before income taxes (323,054) (33.7) (195,962) (20.6) (127,092) 64.9 Income tax benefit 903 0.1 1,196 0.1 (293) (24.4) Net loss$ (322,151) (33.6) %$ (194,766) (20.5) %$ (127,385) 65.4 %*Not meaningful for comparative purposes.Revenue. Revenue for the year ended December 31, 2022 increased $17.4 million, or 1.8%, to $963.1 million as compared to $945.7 million in 2021. Revenue for the year ended December 31, 2022 includes $39.2 million of revenue from legacy edX offerings. Revenue from our Degree Program Segment decreased $20.7 million, or 3.5%. Average revenue per full course equivalent (“FCE”) enrollment decreased from $2,497 to $2,447, or 2.0%, and FCE enrollments decreased by 3,610, or 1.5%.Revenue from our Alternative Credential Segment increased $38.1 million, or 10.8%. FCE enrollments increased by 7,387, or 8.6%, and average revenue per FCE enrollment decreased from $4,105 to $3,897, or 5.1%.Curriculum and Teaching. Curriculum and teaching expense decreased $0.9 million, or 0.7%, to $129.9 million as compared to $130.8 million in 2021. The 2022 expense includes $0.2 million of operating expense from edX. The remaining decrease of $1.1 million was primarily due to lower expense as a result of a reduction in amounts due to university clients driven by lower revenue in certain offerings in our Alternative Credential Segment.Servicing and Support. Servicing and support expense increased $9.2 million, or 6.7%, to $147.8 million as compared to $138.5 million in 2021. The 2022 expense includes $10.8 million of operating expense from edX, an increase of $9.1 million. The remaining increase of $0.1 million was primarily due to a $1.9 million increase in other student support costs, partially offset by a $1.8 million decrease in personnel and personnel-related expense. Technology and Content Development. Technology and content development expense increased $11.4 million, or 6.4%, to $190.5 million as compared to $179.1 million in 2021. The 2022 expense includes $21.2 million of operating expense from 48edX, an increase of $17.1 million. The remaining decrease of $5.7 million was primarily due to an $8.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. This decrease was partially offset by a $3.0 million increase in expenses to support our platform and software applications.Marketing and Sales. Marketing and sales expense decreased $33.9 million, or 7.4%, to $422.1 million as compared to $456.1 million in 2021. The 2022 expense includes $29.4 million of operating expense from edX, an increase of $24.4 million. The remaining decrease of $58.3 million was primarily due to a $51.1 million decrease in marketing expense from the implementation of a more efficient marketing framework and a $13.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. These decreases were partially offset by a $4.1 million increase in depreciation and amortization expense.General and Administrative. General and administrative expense decreased $40.6 million, or 20.3%, to $159.4 million as compared to $200.1 million in 2021. The 2022 expense includes $6.4 million of operating expense from edX, an increase of $2.8 million. The remaining decrease of $43.4 million was primarily due to a $27.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation, a $13.9 million decrease in transaction and integration expense, and a $2.7 million decrease in certain litigation-related expense. Restructuring Charges. Restructuring charges increased $24.7 million, or 289.0%, to $33.2 million as compared to $8.5 million in 2021. Restructuring charges for the year ended December 31, 2022 include $15.4 million in severance and severance-related expense, $12.3 million in lease and facility exit costs, $2.0 million in professional and other fees relating to restructuring activities, and $1.0 million in acceleration of certain technology and content development costs, each in connection with the 2022 Strategic Realignment Plan, and $2.5 million in other restructuring charges. Restructuring charges for the year ended December 31, 2021 include $6.4 million in lease and facility exit costs and $2.1 million in severance and severance-related expense.Impairment Charges. In the first quarter of 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. In the third quarter of 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively.Net Interest Income (Expense). Net interest expense increased $11.3 million, or 23%, to $61.1 million as compared to $49.7 million in 2021. This increase was primarily due to a $31.7 million increase in interest expense incurred under our Amended Term Loan Facilities. This increase was partially offset by a $20.3 million decrease in interest expense due to the adoption of ASU 2020-06, which eliminated the amortization of the debt discount previously associated with the 2025 Notes.Loss on Debt Extinguishment. The loss on debt extinguishment for the year ended December 31, 2021 was due to the write-off of deferred financing costs and fees paid in connection with the termination of our $50 million credit agreement in June 2021.Other Income (Expense), Net. Other expense, net was $3.8 million for the year ended December 31, 2022, as compared to other income, net of $22.3 million for the year ended December 31, 2021. This change was primarily due to the gain recognized in connection with the sale of our investment in an education technology company in 2021.Income Tax Benefit. For the year ended December 31, 2022, we recognized an income tax benefit of $0.9 million, and our effective tax rate was approximately 0.3%. For the year ended December 31, 2021, we recognized an income tax benefit of $1.2 million, and our effective tax rate was approximately 0.6%. To date, we have not been required to pay U.S. federal income taxes because of our current and accumulated net operating losses.49Results of OperationsConsolidated Operating ResultsComparison of Years Ended December 31, 2022 and 2021 The following table presents selected consolidated statement of operations and comprehensive loss data for each of the periods indicated.Year Ended December 31, 20222021Period-to-Period Change AmountPercentage of RevenueAmountPercentage of RevenueAmountPercentage(dollars in thousands)Revenue$ 963,080 100.0 %$ 945,682 100.0 %$ 17,398 1.8 %Costs and expensesCurriculum and teaching 129,886 13.5 130,817 13.8 (931) (0.7) Servicing and support 147,797 15.3 138,548 14.7 9,249 6.7 Technology and content development 190,472 19.8 179,061 18.9 11,411 6.4 Marketing and sales 422,147 43.8 456,096 48.2 (33,949) (7.4) General and administrative 159,418 16.6 200,054 21.2 (40,636) (20.3) Restructuring charges 33,239 3.5 8,544 0.9 24,695 289.0 Impairment charges 138,291 14.4 — — 138,291 *Total costs and expenses 1,221,250 126.9 1,113,120 117.7 108,130 9.7 Loss from operations (258,170) (26.9) (167,438) (17.7) (90,732) 54.2 Interest income 1,165 0.1 1,475 0.2 (310) (21.1) Interest expense (62,234) (6.5) (51,222) (5.4) (11,012) 21.5 Loss on debt extinguishment — — (1,101) (0.1) 1,101 (100.0) Other income (expense), net (3,815) (0.4) 22,324 2.4 (26,139) 117.1 Loss before income taxes (323,054) (33.7) (195,962) (20.6) (127,092) 64.9 Income tax benefit 903 0.1 1,196 0.1 (293) (24.4) Net loss$ (322,151) (33.6) %$ (194,766) (20.5) %$ (127,385) 65.4 %*Not meaningful for comparative purposes.Revenue. Revenue for the year ended December 31, 2022 increased $17.4 million, or 1.8%, to $963.1 million as compared to $945.7 million in 2021. Revenue for the year ended December 31, 2022 includes $39.2 million of revenue from legacy edX offerings. Revenue from our Degree Program Segment decreased $20.7 million, or 3.5%. Average revenue per full course equivalent (“FCE”) enrollment decreased from $2,497 to $2,447, or 2.0%, and FCE enrollments decreased by 3,610, or 1.5%.Revenue from our Alternative Credential Segment increased $38.1 million, or 10.8%. FCE enrollments increased by 7,387, or 8.6%, and average revenue per FCE enrollment decreased from $4,105 to $3,897, or 5.1%.Curriculum and Teaching. Curriculum and teaching expense decreased $0.9 million, or 0.7%, to $129.9 million as compared to $130.8 million in 2021. The 2022 expense includes $0.2 million of operating expense from edX. The remaining decrease of $1.1 million was primarily due to lower expense as a result of a reduction in amounts due to university clients driven by lower revenue in certain offerings in our Alternative Credential Segment.Servicing and Support. Servicing and support expense increased $9.2 million, or 6.7%, to $147.8 million as compared to $138.5 million in 2021. The 2022 expense includes $10.8 million of operating expense from edX, an increase of $9.1 million. The remaining increase of $0.1 million was primarily due to a $1.9 million increase in other student support costs, partially offset by a $1.8 million decrease in personnel and personnel-related expense. Technology and Content Development. Technology and content development expense increased $11.4 million, or 6.4%, to $190.5 million as compared to $179.1 million in 2021. The 2022 expense includes $21.2 million of operating expense from 48edX, an increase of $17.1 million. The remaining decrease of $5.7 million was primarily due to an $8.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. This decrease was partially offset by a $3.0 million increase in expenses to support our platform and software applications.Marketing and Sales. Marketing and sales expense decreased $33.9 million, or 7.4%, to $422.1 million as compared to $456.1 million in 2021. The 2022 expense includes $29.4 million of operating expense from edX, an increase of $24.4 million. The remaining decrease of $58.3 million was primarily due to a $51.1 million decrease in marketing expense from the implementation of a more efficient marketing framework and a $13.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation. These decreases were partially offset by a $4.1 million increase in depreciation and amortization expense.General and Administrative. General and administrative expense decreased $40.6 million, or 20.3%, to $159.4 million as compared to $200.1 million in 2021. The 2022 expense includes $6.4 million of operating expense from edX, an increase of $2.8 million. The remaining decrease of $43.4 million was primarily due to a $27.0 million decrease in personnel and personnel-related expense driven by headcount reductions in connection with the 2022 Strategic Realignment Plan and lower performance-based compensation, a $13.9 million decrease in transaction and integration expense, and a $2.7 million decrease in certain litigation-related expense. Restructuring Charges. Restructuring charges increased $24.7 million, or 289.0%, to $33.2 million as compared to $8.5 million in 2021. Restructuring charges for the year ended December 31, 2022 include $15.4 million in severance and severance-related expense, $12.3 million in lease and facility exit costs, $2.0 million in professional and other fees relating to restructuring activities, and $1.0 million in acceleration of certain technology and content development costs, each in connection with the 2022 Strategic Realignment Plan, and $2.5 million in other restructuring charges. Restructuring charges for the year ended December 31, 2021 include $6.4 million in lease and facility exit costs and $2.1 million in severance and severance-related expense.Impairment Charges. In the first quarter of 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. In the third quarter of 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively.Net Interest Income (Expense). Net interest expense increased $11.3 million, or 23%, to $61.1 million as compared to $49.7 million in 2021. This increase was primarily due to a $31.7 million increase in interest expense incurred under our Amended Term Loan Facilities. This increase was partially offset by a $20.3 million decrease in interest expense due to the adoption of ASU 2020-06, which eliminated the amortization of the debt discount previously associated with the 2025 Notes.Loss on Debt Extinguishment. The loss on debt extinguishment for the year ended December 31, 2021 was due to the write-off of deferred financing costs and fees paid in connection with the termination of our $50 million credit agreement in June 2021.Other Income (Expense), Net. Other expense, net was $3.8 million for the year ended December 31, 2022, as compared to other income, net of $22.3 million for the year ended December 31, 2021. This change was primarily due to the gain recognized in connection with the sale of our investment in an education technology company in 2021.Income Tax Benefit. For the year ended December 31, 2022, we recognized an income tax benefit of $0.9 million, and our effective tax rate was approximately 0.3%. For the year ended December 31, 2021, we recognized an income tax benefit of $1.2 million, and our effective tax rate was approximately 0.6%. To date, we have not been required to pay U.S. federal income taxes because of our current and accumulated net operating losses.49 Business Segment Operating ResultsWe define segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Total segment profitability is a non-GAAP measure when presented outside of the financial statement footnotes. Total segment profitability is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses in calculating total segment profitability can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that total segment profitability provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.The following table presents a reconciliation of total segment profitability to net loss for each of the periods indicated. Year EndedDecember 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charges 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Total segment profitability$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.50Years Ended December 31, 2022 and 2021The following table presents revenue by segment and segment profitability for each of the periods indicated.Year Ended December 31,Period-to-Period Change 20222021AmountPercentage (dollars in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ (20,680) (3.5) %Alternative Credential Segment 391,472 353,394 38,078 10.8 %Total revenue$ 963,080 $ 945,682 $ 17,398 1.8 %Segment profitability Degree Program Segment$ 180,727 $ 126,141 $ 54,586 43.3 %Alternative Credential Segment (55,646) (59,564) 3,918 6.6 %Total segment profitability$ 125,081 $ 66,577 $ 58,504 87.9 %*Immaterial amounts of intersegment revenue have been excluded from the above results for the years ended December 31, 2022 and 2021.Degree Program Segment profitability increased $54.6 million, or 43%, to $180.7 million as compared to $126.1 million in 2021. This increase was primarily due to lower operating expenses due to the implementation of the 2022 Strategic Realignment Plan and lower performance-based compensation, partially offset by a decline in revenue of $20.7 million.Alternative Credential Segment profitability increased $3.9 million, or 7%, to $(55.6) million as compared to $(59.6) million in 2021. This increase was primarily due to revenue growth of $38.1 million, including an increase of $22.0 million from the addition of edX offerings, partially offset by higher operating expenses, including a $33.1 million increase in operating expenses from edX that are included in segment profitability. Key Business and Financial Performance MetricsWe use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. In addition to adjusted EBITDA (loss), which we discuss below, and revenue and the components of loss from operations in the section above entitled “Our Business Model and Components of Operating Results,” we utilize FCE enrollments as a key metric to evaluate the success of our business. Full Course Equivalent EnrollmentsWe measure FCE enrollments for each of the courses offered during a particular period by taking the number of students enrolled in that course and multiplying it by the percentage of the course completed during that period. We add the FCE enrollments for each course within each segment to calculate the total FCE enrollments per segment. This metric allows us to consistently view period-over-period changes in enrollments by accounting for the fact that many courses we enable straddle multiple fiscal quarters. For example, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count the course as having 10 FCE enrollments for that period. Any individual student may be enrolled in more than one course during a period.Average revenue per FCE enrollment represents our weighted-average revenue per course across the mix of courses being offered during a period in each of our operating segments. This number is derived by dividing the total revenue for a period for each of our operating segments by the number of FCE enrollments within the applicable segment during that same period. This amount may vary from period to period depending on the academic calendars of our university clients, the relative growth rates of our degree programs, executive education programs, and boot camps, as applicable, and varying tuition levels, among other factors.For the Degree Program Segment, FCE enrollments and average revenue per FCE enrollment include enrollments and revenue from edX bachelor’s and master’s degree offerings. For the Alternative Credential Segment, FCE enrollments and average revenue per FCE enrollment exclude enrollments and revenue from edX offerings due to the large number of learners taking free or low-cost courses. We believe excluding the impact of these enrollments and revenue is useful to investors because it facilitates a period-to-period comparison.51Business Segment Operating ResultsWe define segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Total segment profitability is a non-GAAP measure when presented outside of the financial statement footnotes. Total segment profitability is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses in calculating total segment profitability can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that total segment profitability provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.The following table presents a reconciliation of total segment profitability to net loss for each of the periods indicated. Year EndedDecember 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charges 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Total segment profitability$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.50Years Ended December 31, 2022 and 2021The following table presents revenue by segment and segment profitability for each of the periods indicated.Year Ended December 31,Period-to-Period Change 20222021AmountPercentage (dollars in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ (20,680) (3.5) %Alternative Credential Segment 391,472 353,394 38,078 10.8 %Total revenue$ 963,080 $ 945,682 $ 17,398 1.8 %Segment profitability Degree Program Segment$ 180,727 $ 126,141 $ 54,586 43.3 %Alternative Credential Segment (55,646) (59,564) 3,918 6.6 %Total segment profitability$ 125,081 $ 66,577 $ 58,504 87.9 %*Immaterial amounts of intersegment revenue have been excluded from the above results for the years ended December 31, 2022 and 2021.Degree Program Segment profitability increased $54.6 million, or 43%, to $180.7 million as compared to $126.1 million in 2021. This increase was primarily due to lower operating expenses due to the implementation of the 2022 Strategic Realignment Plan and lower performance-based compensation, partially offset by a decline in revenue of $20.7 million.Alternative Credential Segment profitability increased $3.9 million, or 7%, to $(55.6) million as compared to $(59.6) million in 2021. This increase was primarily due to revenue growth of $38.1 million, including an increase of $22.0 million from the addition of edX offerings, partially offset by higher operating expenses, including a $33.1 million increase in operating expenses from edX that are included in segment profitability. Key Business and Financial Performance MetricsWe use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. In addition to adjusted EBITDA (loss), which we discuss below, and revenue and the components of loss from operations in the section above entitled “Our Business Model and Components of Operating Results,” we utilize FCE enrollments as a key metric to evaluate the success of our business. Full Course Equivalent EnrollmentsWe measure FCE enrollments for each of the courses offered during a particular period by taking the number of students enrolled in that course and multiplying it by the percentage of the course completed during that period. We add the FCE enrollments for each course within each segment to calculate the total FCE enrollments per segment. This metric allows us to consistently view period-over-period changes in enrollments by accounting for the fact that many courses we enable straddle multiple fiscal quarters. For example, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count the course as having 10 FCE enrollments for that period. Any individual student may be enrolled in more than one course during a period.Average revenue per FCE enrollment represents our weighted-average revenue per course across the mix of courses being offered during a period in each of our operating segments. This number is derived by dividing the total revenue for a period for each of our operating segments by the number of FCE enrollments within the applicable segment during that same period. This amount may vary from period to period depending on the academic calendars of our university clients, the relative growth rates of our degree programs, executive education programs, and boot camps, as applicable, and varying tuition levels, among other factors.For the Degree Program Segment, FCE enrollments and average revenue per FCE enrollment include enrollments and revenue from edX bachelor’s and master’s degree offerings. For the Alternative Credential Segment, FCE enrollments and average revenue per FCE enrollment exclude enrollments and revenue from edX offerings due to the large number of learners taking free or low-cost courses. We believe excluding the impact of these enrollments and revenue is useful to investors because it facilitates a period-to-period comparison.51 Business Segment Operating ResultsWe define segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Total segment profitability is a non-GAAP measure when presented outside of the financial statement footnotes. Total segment profitability is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses in calculating total segment profitability can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that total segment profitability provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.The following table presents a reconciliation of total segment profitability to net loss for each of the periods indicated. Year EndedDecember 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charges 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Total segment profitability$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.50Years Ended December 31, 2022 and 2021The following table presents revenue by segment and segment profitability for each of the periods indicated.Year Ended December 31,Period-to-Period Change 20222021AmountPercentage (dollars in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ (20,680) (3.5) %Alternative Credential Segment 391,472 353,394 38,078 10.8 %Total revenue$ 963,080 $ 945,682 $ 17,398 1.8 %Segment profitability Degree Program Segment$ 180,727 $ 126,141 $ 54,586 43.3 %Alternative Credential Segment (55,646) (59,564) 3,918 6.6 %Total segment profitability$ 125,081 $ 66,577 $ 58,504 87.9 %*Immaterial amounts of intersegment revenue have been excluded from the above results for the years ended December 31, 2022 and 2021.Degree Program Segment profitability increased $54.6 million, or 43%, to $180.7 million as compared to $126.1 million in 2021. This increase was primarily due to lower operating expenses due to the implementation of the 2022 Strategic Realignment Plan and lower performance-based compensation, partially offset by a decline in revenue of $20.7 million.Alternative Credential Segment profitability increased $3.9 million, or 7%, to $(55.6) million as compared to $(59.6) million in 2021. This increase was primarily due to revenue growth of $38.1 million, including an increase of $22.0 million from the addition of edX offerings, partially offset by higher operating expenses, including a $33.1 million increase in operating expenses from edX that are included in segment profitability. Key Business and Financial Performance MetricsWe use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. In addition to adjusted EBITDA (loss), which we discuss below, and revenue and the components of loss from operations in the section above entitled “Our Business Model and Components of Operating Results,” we utilize FCE enrollments as a key metric to evaluate the success of our business. Full Course Equivalent EnrollmentsWe measure FCE enrollments for each of the courses offered during a particular period by taking the number of students enrolled in that course and multiplying it by the percentage of the course completed during that period. We add the FCE enrollments for each course within each segment to calculate the total FCE enrollments per segment. This metric allows us to consistently view period-over-period changes in enrollments by accounting for the fact that many courses we enable straddle multiple fiscal quarters. For example, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count the course as having 10 FCE enrollments for that period. Any individual student may be enrolled in more than one course during a period.Average revenue per FCE enrollment represents our weighted-average revenue per course across the mix of courses being offered during a period in each of our operating segments. This number is derived by dividing the total revenue for a period for each of our operating segments by the number of FCE enrollments within the applicable segment during that same period. This amount may vary from period to period depending on the academic calendars of our university clients, the relative growth rates of our degree programs, executive education programs, and boot camps, as applicable, and varying tuition levels, among other factors.For the Degree Program Segment, FCE enrollments and average revenue per FCE enrollment include enrollments and revenue from edX bachelor’s and master’s degree offerings. For the Alternative Credential Segment, FCE enrollments and average revenue per FCE enrollment exclude enrollments and revenue from edX offerings due to the large number of learners taking free or low-cost courses. We believe excluding the impact of these enrollments and revenue is useful to investors because it facilitates a period-to-period comparison.51Business Segment Operating ResultsWe define segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Total segment profitability is a non-GAAP measure when presented outside of the financial statement footnotes. Total segment profitability is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses in calculating total segment profitability can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that total segment profitability provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.The following table presents a reconciliation of total segment profitability to net loss for each of the periods indicated. Year EndedDecember 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charges 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Total segment profitability$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.50Years Ended December 31, 2022 and 2021The following table presents revenue by segment and segment profitability for each of the periods indicated.Year Ended December 31,Period-to-Period Change 20222021AmountPercentage (dollars in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ (20,680) (3.5) %Alternative Credential Segment 391,472 353,394 38,078 10.8 %Total revenue$ 963,080 $ 945,682 $ 17,398 1.8 %Segment profitability Degree Program Segment$ 180,727 $ 126,141 $ 54,586 43.3 %Alternative Credential Segment (55,646) (59,564) 3,918 6.6 %Total segment profitability$ 125,081 $ 66,577 $ 58,504 87.9 %*Immaterial amounts of intersegment revenue have been excluded from the above results for the years ended December 31, 2022 and 2021.Degree Program Segment profitability increased $54.6 million, or 43%, to $180.7 million as compared to $126.1 million in 2021. This increase was primarily due to lower operating expenses due to the implementation of the 2022 Strategic Realignment Plan and lower performance-based compensation, partially offset by a decline in revenue of $20.7 million.Alternative Credential Segment profitability increased $3.9 million, or 7%, to $(55.6) million as compared to $(59.6) million in 2021. This increase was primarily due to revenue growth of $38.1 million, including an increase of $22.0 million from the addition of edX offerings, partially offset by higher operating expenses, including a $33.1 million increase in operating expenses from edX that are included in segment profitability. Key Business and Financial Performance MetricsWe use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. In addition to adjusted EBITDA (loss), which we discuss below, and revenue and the components of loss from operations in the section above entitled “Our Business Model and Components of Operating Results,” we utilize FCE enrollments as a key metric to evaluate the success of our business. Full Course Equivalent EnrollmentsWe measure FCE enrollments for each of the courses offered during a particular period by taking the number of students enrolled in that course and multiplying it by the percentage of the course completed during that period. We add the FCE enrollments for each course within each segment to calculate the total FCE enrollments per segment. This metric allows us to consistently view period-over-period changes in enrollments by accounting for the fact that many courses we enable straddle multiple fiscal quarters. For example, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count the course as having 10 FCE enrollments for that period. Any individual student may be enrolled in more than one course during a period.Average revenue per FCE enrollment represents our weighted-average revenue per course across the mix of courses being offered during a period in each of our operating segments. This number is derived by dividing the total revenue for a period for each of our operating segments by the number of FCE enrollments within the applicable segment during that same period. This amount may vary from period to period depending on the academic calendars of our university clients, the relative growth rates of our degree programs, executive education programs, and boot camps, as applicable, and varying tuition levels, among other factors.For the Degree Program Segment, FCE enrollments and average revenue per FCE enrollment include enrollments and revenue from edX bachelor’s and master’s degree offerings. For the Alternative Credential Segment, FCE enrollments and average revenue per FCE enrollment exclude enrollments and revenue from edX offerings due to the large number of learners taking free or low-cost courses. We believe excluding the impact of these enrollments and revenue is useful to investors because it facilitates a period-to-period comparison.51 The following table presents the FCE enrollments and average revenue per FCE enrollment in our Degree Program Segment and Alternative Credential Segment for each of the periods indicated. Year Ended December 31, 20222021Degree Program SegmentFCE enrollments 233,635 237,245 Average revenue per FCE enrollment$ 2,447 $ 2,497 Alternative Credential SegmentFCE enrollments 93,471 86,084 Average revenue per FCE enrollment$ 3,897 $ 4,105 Adjusted EBITDA (Loss)We define adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Adjusted EBITDA (loss) is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses that are not reflective of our ongoing operating results in calculating adjusted EBITDA (loss) can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA (loss) provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.Adjusted EBITDA (loss) is not a measure calculated in accordance with U.S. GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with U.S. GAAP. Our use of adjusted EBITDA (loss) has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of the limitations are:•although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA (loss) does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;•adjusted EBITDA (loss) does not reflect (i) changes in, or cash requirements for, our working capital needs; (ii) the impact of changes in foreign currency exchange rates; (iii) acquisition related gains or losses such as, but not limited to, post-acquisition changes in the value of contingent consideration reflected in operations; (iv) transaction and integration costs; (v) restructuring-related costs; (vi) impairment charges; (vii) stockholder activism costs; (viii) certain litigation-related costs; (ix) losses on debt extinguishment; (x) interest or tax payments that may represent a reduction in cash; or (xi) the non-cash expense or the potentially dilutive impact of equity-based compensation, which has been, and we expect will continue to be, an important part of our compensation plan; and•other companies, including companies in our industry, may calculate adjusted EBITDA (loss) differently, which reduces its usefulness as a comparative measure.Because of these and other limitations, you should consider adjusted EBITDA (loss) alongside other U.S. GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results. The following table presents a reconciliation of adjusted EBITDA (loss) to net loss for each of the periods indicated. 52 Year Ended December 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charge 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Adjusted EBITDA$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.53The following table presents the FCE enrollments and average revenue per FCE enrollment in our Degree Program Segment and Alternative Credential Segment for each of the periods indicated. Year Ended December 31, 20222021Degree Program SegmentFCE enrollments 233,635 237,245 Average revenue per FCE enrollment$ 2,447 $ 2,497 Alternative Credential SegmentFCE enrollments 93,471 86,084 Average revenue per FCE enrollment$ 3,897 $ 4,105 Adjusted EBITDA (Loss)We define adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Adjusted EBITDA (loss) is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses that are not reflective of our ongoing operating results in calculating adjusted EBITDA (loss) can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA (loss) provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.Adjusted EBITDA (loss) is not a measure calculated in accordance with U.S. GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with U.S. GAAP. Our use of adjusted EBITDA (loss) has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of the limitations are:•although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA (loss) does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;•adjusted EBITDA (loss) does not reflect (i) changes in, or cash requirements for, our working capital needs; (ii) the impact of changes in foreign currency exchange rates; (iii) acquisition related gains or losses such as, but not limited to, post-acquisition changes in the value of contingent consideration reflected in operations; (iv) transaction and integration costs; (v) restructuring-related costs; (vi) impairment charges; (vii) stockholder activism costs; (viii) certain litigation-related costs; (ix) losses on debt extinguishment; (x) interest or tax payments that may represent a reduction in cash; or (xi) the non-cash expense or the potentially dilutive impact of equity-based compensation, which has been, and we expect will continue to be, an important part of our compensation plan; and•other companies, including companies in our industry, may calculate adjusted EBITDA (loss) differently, which reduces its usefulness as a comparative measure.Because of these and other limitations, you should consider adjusted EBITDA (loss) alongside other U.S. GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results. The following table presents a reconciliation of adjusted EBITDA (loss) to net loss for each of the periods indicated. 52 Year Ended December 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charge 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Adjusted EBITDA$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.53 The following table presents the FCE enrollments and average revenue per FCE enrollment in our Degree Program Segment and Alternative Credential Segment for each of the periods indicated. Year Ended December 31, 20222021Degree Program SegmentFCE enrollments 233,635 237,245 Average revenue per FCE enrollment$ 2,447 $ 2,497 Alternative Credential SegmentFCE enrollments 93,471 86,084 Average revenue per FCE enrollment$ 3,897 $ 4,105 Adjusted EBITDA (Loss)We define adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Adjusted EBITDA (loss) is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses that are not reflective of our ongoing operating results in calculating adjusted EBITDA (loss) can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA (loss) provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.Adjusted EBITDA (loss) is not a measure calculated in accordance with U.S. GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with U.S. GAAP. Our use of adjusted EBITDA (loss) has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of the limitations are:•although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA (loss) does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;•adjusted EBITDA (loss) does not reflect (i) changes in, or cash requirements for, our working capital needs; (ii) the impact of changes in foreign currency exchange rates; (iii) acquisition related gains or losses such as, but not limited to, post-acquisition changes in the value of contingent consideration reflected in operations; (iv) transaction and integration costs; (v) restructuring-related costs; (vi) impairment charges; (vii) stockholder activism costs; (viii) certain litigation-related costs; (ix) losses on debt extinguishment; (x) interest or tax payments that may represent a reduction in cash; or (xi) the non-cash expense or the potentially dilutive impact of equity-based compensation, which has been, and we expect will continue to be, an important part of our compensation plan; and•other companies, including companies in our industry, may calculate adjusted EBITDA (loss) differently, which reduces its usefulness as a comparative measure.Because of these and other limitations, you should consider adjusted EBITDA (loss) alongside other U.S. GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results. The following table presents a reconciliation of adjusted EBITDA (loss) to net loss for each of the periods indicated. 52 Year Ended December 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charge 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Adjusted EBITDA$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.53The following table presents the FCE enrollments and average revenue per FCE enrollment in our Degree Program Segment and Alternative Credential Segment for each of the periods indicated. Year Ended December 31, 20222021Degree Program SegmentFCE enrollments 233,635 237,245 Average revenue per FCE enrollment$ 2,447 $ 2,497 Alternative Credential SegmentFCE enrollments 93,471 86,084 Average revenue per FCE enrollment$ 3,897 $ 4,105 Adjusted EBITDA (Loss)We define adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some of these items may not be applicable in any given reporting period and they may vary from period to period. Adjusted EBITDA (loss) is a key measure used by our management and board of directors to understand and evaluate our operating performance and trends, to develop short- and long-term operational plans and to compare our performance against that of other peer companies using similar measures. In particular, the exclusion of certain expenses that are not reflective of our ongoing operating results in calculating adjusted EBITDA (loss) can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that adjusted EBITDA (loss) provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.Adjusted EBITDA (loss) is not a measure calculated in accordance with U.S. GAAP, and should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with U.S. GAAP. Our use of adjusted EBITDA (loss) has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of the limitations are:•although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA (loss) does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;•adjusted EBITDA (loss) does not reflect (i) changes in, or cash requirements for, our working capital needs; (ii) the impact of changes in foreign currency exchange rates; (iii) acquisition related gains or losses such as, but not limited to, post-acquisition changes in the value of contingent consideration reflected in operations; (iv) transaction and integration costs; (v) restructuring-related costs; (vi) impairment charges; (vii) stockholder activism costs; (viii) certain litigation-related costs; (ix) losses on debt extinguishment; (x) interest or tax payments that may represent a reduction in cash; or (xi) the non-cash expense or the potentially dilutive impact of equity-based compensation, which has been, and we expect will continue to be, an important part of our compensation plan; and•other companies, including companies in our industry, may calculate adjusted EBITDA (loss) differently, which reduces its usefulness as a comparative measure.Because of these and other limitations, you should consider adjusted EBITDA (loss) alongside other U.S. GAAP-based financial performance measures, including various cash flow metrics, net income (loss) and our other U.S. GAAP results. The following table presents a reconciliation of adjusted EBITDA (loss) to net loss for each of the periods indicated. 52 Year Ended December 31, 20222021 (in thousands)Net loss$ (322,151) $ (194,766) Adjustments:Stock-based compensation expense 80,220 97,766 Other (income) expense, net 3,815 (22,324) Net interest expense 61,069 49,747 Income tax benefit (903) (1,196) Depreciation and amortization expense 128,153 108,448 Loss on debt extinguishment — 1,101 Impairment charge 138,291 — Restructuring charges 33,239 8,544 Other* 3,348 19,257 Total adjustments 447,232 261,343 Adjusted EBITDA$ 125,081 $ 66,577 *Includes (i) transaction and integration expense of $3.6 million and $16.9 million for the years ended December 31, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $(0.3) million and $2.4 million for the years ended December 31, 2022 and 2021, respectively.53 Liquidity and Capital ResourcesAs of December 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $167.5 million, which were held for working capital and general corporate purposes. In April 2020, we issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes mature on May 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to November 1, 2024, the 2025 Notes are convertible only upon satisfaction of certain conditions, and thereafter at any time until the close of business on the second scheduled trading date immediately before the maturity date. In connection with the 2025 Notes, we entered into privately negotiated capped call transactions with a premium cost of approximately $50.5 million. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2025 Notes and/or to offset any cash payments we are required to make in excess of the principal amount of the converted 2025 Notes, with such reduction and/or offset subject to the cap. The net proceeds from the issuance of the 2025 Notes were $319.0 million after deducting the initial purchasers’ discount, offering expenses and the cost of the capped call transactions. As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and we have the right under the 2025 Indenture to determine the method of settlement at the time of conversion, and the 2025 Notes, therefore, are classified as a non-current on the consolidated balance sheets. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our 2025 Notes.On April 23, 2020, we repaid our $250 million senior secured term loan facility in full (including interest and prepayment premium) and terminated our credit agreement with Owl Rock Capital Corporation. In connection with the extinguishment of our $250 million senior secured term loan facility, we recognized a charge of approximately $11.7 million in the second quarter of 2020.On June 25, 2020, we entered into a $50 million credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans. In connection with entering into the Term Loan Agreement (as defined below) in June 2021, we terminated our $50 million credit agreement with Morgan Stanley Senior Funding, Inc. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.On August 6, 2020, we sold 6,800,000 shares of our common stock to the public. We received net proceeds of $299.8 million, which we use for working capital and other general corporate purposes.In June 2021, we entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (“the Term Loan Agreement”), with Alter Domus (US) LLC as administrative agent and collateral agent, to make term loans to us in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”), which have an initial maturity date of December 28, 2024. Loans under this facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. We used the proceeds of the 2021 Term Loan Facilities to fund a portion of the edX Acquisition and to pay related costs, fees and expenses. On November 4, 2021, we entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facilities”) primarily to provide for an incremental facility to us in an original principal amount of $100 million. The proceeds of the Amended Term Loan Facilities may be used for general corporate purposes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our Amended Term Loan Facilities.In January 2023, we entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) and issued the 2030 Notes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.We have financed our operations primarily through payments from university clients and students for our technology and services, the Amended Term Loan Facilities, the 2025 Notes, and public and private equity financings. We believe that our existing cash and cash equivalents, together with cash generated from operations and available borrowing capacity under the Amended Term Loan Facilities, will be sufficient to meet our working capital and capital expenditure requirements for the next 12 months. We regularly evaluate our liquidity position, debt obligations, maturity schedule, and anticipated cash needs, and 54may consider capital raising, refinancing, and other market opportunities that may be available to us to optimize our balance sheet.Our operations require us to make capital expenditures for content development, capitalized technology, and property and equipment and to service our debt. During the years ended December 31, 2022 and 2021, our capital asset additions were $75.4 million and $72.0 million, respectively. We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.Cash FlowsThe following table summarizes our cash flows for the periods indicated (in thousands). Year Ended December 31, 20222021Net cash provided by (used in) operating activities$ 10,927 $ (18,074) Net cash used in investing activities (69,350) (793,434) Net cash (used in) provided by financing activities (6,925) 544,860 Effect of exchange rate changes on cash (1,983) (2,309) Net decrease in cash, cash equivalents and restricted cash$ (67,331) $ (268,957) Operating ActivitiesCash flows from operating activities have typically been generated from our net income (loss) and by changes in our operating assets and liabilities, adjusted for non-cash expense items such as depreciation and amortization expense and stock-based compensation expense. Our cash flows from operations can fluctuate from quarter to quarter due to changes in accounts receivable and deferred revenue driven by the varying academic schedules of our offerings and university clients. In addition to these fluctuations in working capital, cash flows from operations at the beginning of the year are impacted by greater marketing spend and the timing of certain payments. We typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season.The following sections set forth the components of our $10.9 million of cash provided by operating activities during the year ended December 31, 2022.Net (loss) income (adjusted for non-cash charges)The following table sets forth our net loss (adjusted for non-cash charges) during the year ended December 31, 2022 (in thousands):Net loss$ (322,151) Non-cash interest expense 19,835 Depreciation and amortization expense 128,153 Stock-based compensation expense 80,220 Non-cash lease expense 21,020 Provision for credit losses 8,610 Impairment charges 138,291 Restructuring 9,555 Other 5,443 Net income (adjusted for non-cash charges)$ 88,976 55Liquidity and Capital ResourcesAs of December 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $167.5 million, which were held for working capital and general corporate purposes. In April 2020, we issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes mature on May 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to November 1, 2024, the 2025 Notes are convertible only upon satisfaction of certain conditions, and thereafter at any time until the close of business on the second scheduled trading date immediately before the maturity date. In connection with the 2025 Notes, we entered into privately negotiated capped call transactions with a premium cost of approximately $50.5 million. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2025 Notes and/or to offset any cash payments we are required to make in excess of the principal amount of the converted 2025 Notes, with such reduction and/or offset subject to the cap. The net proceeds from the issuance of the 2025 Notes were $319.0 million after deducting the initial purchasers’ discount, offering expenses and the cost of the capped call transactions. As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and we have the right under the 2025 Indenture to determine the method of settlement at the time of conversion, and the 2025 Notes, therefore, are classified as a non-current on the consolidated balance sheets. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our 2025 Notes.On April 23, 2020, we repaid our $250 million senior secured term loan facility in full (including interest and prepayment premium) and terminated our credit agreement with Owl Rock Capital Corporation. In connection with the extinguishment of our $250 million senior secured term loan facility, we recognized a charge of approximately $11.7 million in the second quarter of 2020.On June 25, 2020, we entered into a $50 million credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans. In connection with entering into the Term Loan Agreement (as defined below) in June 2021, we terminated our $50 million credit agreement with Morgan Stanley Senior Funding, Inc. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.On August 6, 2020, we sold 6,800,000 shares of our common stock to the public. We received net proceeds of $299.8 million, which we use for working capital and other general corporate purposes.In June 2021, we entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (“the Term Loan Agreement”), with Alter Domus (US) LLC as administrative agent and collateral agent, to make term loans to us in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”), which have an initial maturity date of December 28, 2024. Loans under this facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. We used the proceeds of the 2021 Term Loan Facilities to fund a portion of the edX Acquisition and to pay related costs, fees and expenses. On November 4, 2021, we entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facilities”) primarily to provide for an incremental facility to us in an original principal amount of $100 million. The proceeds of the Amended Term Loan Facilities may be used for general corporate purposes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our Amended Term Loan Facilities.In January 2023, we entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) and issued the 2030 Notes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.We have financed our operations primarily through payments from university clients and students for our technology and services, the Amended Term Loan Facilities, the 2025 Notes, and public and private equity financings. We believe that our existing cash and cash equivalents, together with cash generated from operations and available borrowing capacity under the Amended Term Loan Facilities, will be sufficient to meet our working capital and capital expenditure requirements for the next 12 months. We regularly evaluate our liquidity position, debt obligations, maturity schedule, and anticipated cash needs, and 54may consider capital raising, refinancing, and other market opportunities that may be available to us to optimize our balance sheet.Our operations require us to make capital expenditures for content development, capitalized technology, and property and equipment and to service our debt. During the years ended December 31, 2022 and 2021, our capital asset additions were $75.4 million and $72.0 million, respectively. We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.Cash FlowsThe following table summarizes our cash flows for the periods indicated (in thousands). Year Ended December 31, 20222021Net cash provided by (used in) operating activities$ 10,927 $ (18,074) Net cash used in investing activities (69,350) (793,434) Net cash (used in) provided by financing activities (6,925) 544,860 Effect of exchange rate changes on cash (1,983) (2,309) Net decrease in cash, cash equivalents and restricted cash$ (67,331) $ (268,957) Operating ActivitiesCash flows from operating activities have typically been generated from our net income (loss) and by changes in our operating assets and liabilities, adjusted for non-cash expense items such as depreciation and amortization expense and stock-based compensation expense. Our cash flows from operations can fluctuate from quarter to quarter due to changes in accounts receivable and deferred revenue driven by the varying academic schedules of our offerings and university clients. In addition to these fluctuations in working capital, cash flows from operations at the beginning of the year are impacted by greater marketing spend and the timing of certain payments. We typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season.The following sections set forth the components of our $10.9 million of cash provided by operating activities during the year ended December 31, 2022.Net (loss) income (adjusted for non-cash charges)The following table sets forth our net loss (adjusted for non-cash charges) during the year ended December 31, 2022 (in thousands):Net loss$ (322,151) Non-cash interest expense 19,835 Depreciation and amortization expense 128,153 Stock-based compensation expense 80,220 Non-cash lease expense 21,020 Provision for credit losses 8,610 Impairment charges 138,291 Restructuring 9,555 Other 5,443 Net income (adjusted for non-cash charges)$ 88,976 55 Liquidity and Capital ResourcesAs of December 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $167.5 million, which were held for working capital and general corporate purposes. In April 2020, we issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes mature on May 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to November 1, 2024, the 2025 Notes are convertible only upon satisfaction of certain conditions, and thereafter at any time until the close of business on the second scheduled trading date immediately before the maturity date. In connection with the 2025 Notes, we entered into privately negotiated capped call transactions with a premium cost of approximately $50.5 million. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2025 Notes and/or to offset any cash payments we are required to make in excess of the principal amount of the converted 2025 Notes, with such reduction and/or offset subject to the cap. The net proceeds from the issuance of the 2025 Notes were $319.0 million after deducting the initial purchasers’ discount, offering expenses and the cost of the capped call transactions. As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and we have the right under the 2025 Indenture to determine the method of settlement at the time of conversion, and the 2025 Notes, therefore, are classified as a non-current on the consolidated balance sheets. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our 2025 Notes.On April 23, 2020, we repaid our $250 million senior secured term loan facility in full (including interest and prepayment premium) and terminated our credit agreement with Owl Rock Capital Corporation. In connection with the extinguishment of our $250 million senior secured term loan facility, we recognized a charge of approximately $11.7 million in the second quarter of 2020.On June 25, 2020, we entered into a $50 million credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans. In connection with entering into the Term Loan Agreement (as defined below) in June 2021, we terminated our $50 million credit agreement with Morgan Stanley Senior Funding, Inc. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.On August 6, 2020, we sold 6,800,000 shares of our common stock to the public. We received net proceeds of $299.8 million, which we use for working capital and other general corporate purposes.In June 2021, we entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (“the Term Loan Agreement”), with Alter Domus (US) LLC as administrative agent and collateral agent, to make term loans to us in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”), which have an initial maturity date of December 28, 2024. Loans under this facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. We used the proceeds of the 2021 Term Loan Facilities to fund a portion of the edX Acquisition and to pay related costs, fees and expenses. On November 4, 2021, we entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facilities”) primarily to provide for an incremental facility to us in an original principal amount of $100 million. The proceeds of the Amended Term Loan Facilities may be used for general corporate purposes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our Amended Term Loan Facilities.In January 2023, we entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) and issued the 2030 Notes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.We have financed our operations primarily through payments from university clients and students for our technology and services, the Amended Term Loan Facilities, the 2025 Notes, and public and private equity financings. We believe that our existing cash and cash equivalents, together with cash generated from operations and available borrowing capacity under the Amended Term Loan Facilities, will be sufficient to meet our working capital and capital expenditure requirements for the next 12 months. We regularly evaluate our liquidity position, debt obligations, maturity schedule, and anticipated cash needs, and 54may consider capital raising, refinancing, and other market opportunities that may be available to us to optimize our balance sheet.Our operations require us to make capital expenditures for content development, capitalized technology, and property and equipment and to service our debt. During the years ended December 31, 2022 and 2021, our capital asset additions were $75.4 million and $72.0 million, respectively. We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.Cash FlowsThe following table summarizes our cash flows for the periods indicated (in thousands). Year Ended December 31, 20222021Net cash provided by (used in) operating activities$ 10,927 $ (18,074) Net cash used in investing activities (69,350) (793,434) Net cash (used in) provided by financing activities (6,925) 544,860 Effect of exchange rate changes on cash (1,983) (2,309) Net decrease in cash, cash equivalents and restricted cash$ (67,331) $ (268,957) Operating ActivitiesCash flows from operating activities have typically been generated from our net income (loss) and by changes in our operating assets and liabilities, adjusted for non-cash expense items such as depreciation and amortization expense and stock-based compensation expense. Our cash flows from operations can fluctuate from quarter to quarter due to changes in accounts receivable and deferred revenue driven by the varying academic schedules of our offerings and university clients. In addition to these fluctuations in working capital, cash flows from operations at the beginning of the year are impacted by greater marketing spend and the timing of certain payments. We typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season.The following sections set forth the components of our $10.9 million of cash provided by operating activities during the year ended December 31, 2022.Net (loss) income (adjusted for non-cash charges)The following table sets forth our net loss (adjusted for non-cash charges) during the year ended December 31, 2022 (in thousands):Net loss$ (322,151) Non-cash interest expense 19,835 Depreciation and amortization expense 128,153 Stock-based compensation expense 80,220 Non-cash lease expense 21,020 Provision for credit losses 8,610 Impairment charges 138,291 Restructuring 9,555 Other 5,443 Net income (adjusted for non-cash charges)$ 88,976 55Liquidity and Capital ResourcesAs of December 31, 2022, our principal sources of liquidity were cash and cash equivalents totaling $167.5 million, which were held for working capital and general corporate purposes. In April 2020, we issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act. The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes mature on May 1, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to November 1, 2024, the 2025 Notes are convertible only upon satisfaction of certain conditions, and thereafter at any time until the close of business on the second scheduled trading date immediately before the maturity date. In connection with the 2025 Notes, we entered into privately negotiated capped call transactions with a premium cost of approximately $50.5 million. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the 2025 Notes and/or to offset any cash payments we are required to make in excess of the principal amount of the converted 2025 Notes, with such reduction and/or offset subject to the cap. The net proceeds from the issuance of the 2025 Notes were $319.0 million after deducting the initial purchasers’ discount, offering expenses and the cost of the capped call transactions. As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and we have the right under the 2025 Indenture to determine the method of settlement at the time of conversion, and the 2025 Notes, therefore, are classified as a non-current on the consolidated balance sheets. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our 2025 Notes.On April 23, 2020, we repaid our $250 million senior secured term loan facility in full (including interest and prepayment premium) and terminated our credit agreement with Owl Rock Capital Corporation. In connection with the extinguishment of our $250 million senior secured term loan facility, we recognized a charge of approximately $11.7 million in the second quarter of 2020.On June 25, 2020, we entered into a $50 million credit agreement with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans. In connection with entering into the Term Loan Agreement (as defined below) in June 2021, we terminated our $50 million credit agreement with Morgan Stanley Senior Funding, Inc. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.On August 6, 2020, we sold 6,800,000 shares of our common stock to the public. We received net proceeds of $299.8 million, which we use for working capital and other general corporate purposes.In June 2021, we entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (“the Term Loan Agreement”), with Alter Domus (US) LLC as administrative agent and collateral agent, to make term loans to us in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”), which have an initial maturity date of December 28, 2024. Loans under this facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. We used the proceeds of the 2021 Term Loan Facilities to fund a portion of the edX Acquisition and to pay related costs, fees and expenses. On November 4, 2021, we entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facilities”) primarily to provide for an incremental facility to us in an original principal amount of $100 million. The proceeds of the Amended Term Loan Facilities may be used for general corporate purposes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our Amended Term Loan Facilities.In January 2023, we entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”) and issued the 2030 Notes. Refer to Note 10 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information.We have financed our operations primarily through payments from university clients and students for our technology and services, the Amended Term Loan Facilities, the 2025 Notes, and public and private equity financings. We believe that our existing cash and cash equivalents, together with cash generated from operations and available borrowing capacity under the Amended Term Loan Facilities, will be sufficient to meet our working capital and capital expenditure requirements for the next 12 months. We regularly evaluate our liquidity position, debt obligations, maturity schedule, and anticipated cash needs, and 54may consider capital raising, refinancing, and other market opportunities that may be available to us to optimize our balance sheet.Our operations require us to make capital expenditures for content development, capitalized technology, and property and equipment and to service our debt. During the years ended December 31, 2022 and 2021, our capital asset additions were $75.4 million and $72.0 million, respectively. We or our affiliates may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.Cash FlowsThe following table summarizes our cash flows for the periods indicated (in thousands). Year Ended December 31, 20222021Net cash provided by (used in) operating activities$ 10,927 $ (18,074) Net cash used in investing activities (69,350) (793,434) Net cash (used in) provided by financing activities (6,925) 544,860 Effect of exchange rate changes on cash (1,983) (2,309) Net decrease in cash, cash equivalents and restricted cash$ (67,331) $ (268,957) Operating ActivitiesCash flows from operating activities have typically been generated from our net income (loss) and by changes in our operating assets and liabilities, adjusted for non-cash expense items such as depreciation and amortization expense and stock-based compensation expense. Our cash flows from operations can fluctuate from quarter to quarter due to changes in accounts receivable and deferred revenue driven by the varying academic schedules of our offerings and university clients. In addition to these fluctuations in working capital, cash flows from operations at the beginning of the year are impacted by greater marketing spend and the timing of certain payments. We typically reduce our paid search and other marketing and sales efforts during late November and December because of less demand during the holiday season.The following sections set forth the components of our $10.9 million of cash provided by operating activities during the year ended December 31, 2022.Net (loss) income (adjusted for non-cash charges)The following table sets forth our net loss (adjusted for non-cash charges) during the year ended December 31, 2022 (in thousands):Net loss$ (322,151) Non-cash interest expense 19,835 Depreciation and amortization expense 128,153 Stock-based compensation expense 80,220 Non-cash lease expense 21,020 Provision for credit losses 8,610 Impairment charges 138,291 Restructuring 9,555 Other 5,443 Net income (adjusted for non-cash charges)$ 88,976 55 Changes in operating assets and liabilities, net of assets and liabilities acquiredThe following table sets forth the net cash used in changes in operating assets and liabilities during the year ended December 31, 2022 (in thousands):Changes in operating assets and liabilities, net of assets and liabilities acquired:Cash used in accounts receivable, net and other receivables, net$ (3,558) Cash used in prepaid expenses, other assets, and other liabilities, net (37,082) Cash used in accounts payable and accrued expenses (42,735) Cash provided by deferred revenue 5,326 Net cash used in changes in operating assets and liabilities$ (78,049) From December 31, 2021 to December 31, 2022:•Accounts receivable, net and other receivables, net increased $3.6 million due to the timing of collections from our university partners.•Other liabilities decreased $41.9 million, primarily due to a decrease in our lease liability and payments made to university clients in certain of our alternative credential offerings. •Accounts payable and accrued expenses decreased $42.7 million, primarily due to a decrease in accrued compensation and related benefits.•Deferred revenue increased $5.3 million, primarily due to the timing of our Degree Program Segment clients’ academic terms.Investing ActivitiesOur investing activities primarily consist of strategic acquisitions, divestitures and purchases of property and equipment to support the overall growth of our business. We expect our investing cash flows to be affected by the timing of payments we make for capital expenditures and the strategic acquisition or other growth opportunities we decide to pursue.During the year ended December 31, 2022, net cash used in investing activities was $69.4 million. This use of cash was driven by cash outflows of $62.4 million for the addition of amortizable intangible assets and $11.8 million for purchases of property and equipment, partially offset by a purchase price adjustment related to a change in net working capital which reduced the preliminary purchase price of the edX Acquisition by $5.0 million.Financing ActivitiesOur financing activities primarily consist of long-term debt borrowings, the repayment of principal on long-term debt, tax withholding payments associated with the settlement of restricted stock units and the exercise of stock options.During the year ended December 31, 2022, net cash used in financing activities was $6.9 million. This use of cash was driven by cash outflows of $7.2 million for quarterly amortization payments on our Amended Term Loan Facilities and $2.9 million for tax withholding payments associated with the settlement of restricted stock units, partially offset by a cash inflow of $2.4 million from cash proceeds received from employee stock purchase plan share purchases and the exercise of stock options.56Contractual Obligations and CommitmentsThe following table summarizes our obligations under the 2025 Notes, deferred government grant obligations, non-cancelable operating leases, commitments to certain of our university clients in exchange for contract extensions and various marketing and other rights, and purchase obligations as of December 31, 2022. Future events could cause actual payments to differ from these amounts.Contractual ObligationsLess than1 year1 - 3 years3 - 5 yearsMore than5 yearsTotal (in thousands)Term loan facilities*$ 78,486 $ 618,450 $ — $ — $ 696,936 Convertible senior notes** 8,550 392,825 — — 401,375 Deferred government grant obligations — — 3,500 — 3,500 Operating lease obligations 24,541 45,262 43,237 51,931 164,971 Future minimum payments to university clients 1,125 1,250 1,250 1,275 4,900 Purchase obligations*** 25,135 27,752 10,800 — 63,687 Total$ 137,837 $ 1,085,539 $ 58,787 $ 53,206 $ 1,335,369 Payment due by period*Amounts represent principal and interest, based on the interest rate in effect at December 31, 2022. In January 2023, we amended the Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. We prepaid certain amounts under the term loan facilities to reduce the outstanding principal amount from $567 million to $380 million.**Amounts represent principal and fixed-rate interest cash payments over the life of the 2025 Notes, including anticipated interest payments that are not recorded on our consolidated balance sheets. Any future settlement of the 2025 Notes would impact our cash payments. In January 2023, we issued the 2030 Notes in an aggregate principal amount of $147 million. The 2030 Notes have a maturity date in February 2030.***Other purchase orders made in the ordinary course of business are excluded from the table above. Any amounts for which we are liable under purchase orders are reflected on our consolidated balance sheets as accounts payable and accrued liabilities.Contingent PaymentsWe have entered into agreements with certain of our university clients in our Degree Program Segment that require us to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. We recognize any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and record a liability in other current liabilities on our consolidated balance sheets.In the first quarter of 2019, we entered into an agreement to make investments in an education technology company of up to $15.0 million, upon demand by the investee. During the second quarter of 2021, we sold our investment in this education technology company and were released from any further obligation to make additional investments.See Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 and “Legal Proceedings” contained in Part I, Item 3 of this Annual Report on Form 10-K for additional information regarding contingencies.Critical Accounting Policies and EstimatesThis management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions.While our significant accounting policies are more fully described in Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K, we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements.57Changes in operating assets and liabilities, net of assets and liabilities acquiredThe following table sets forth the net cash used in changes in operating assets and liabilities during the year ended December 31, 2022 (in thousands):Changes in operating assets and liabilities, net of assets and liabilities acquired:Cash used in accounts receivable, net and other receivables, net$ (3,558) Cash used in prepaid expenses, other assets, and other liabilities, net (37,082) Cash used in accounts payable and accrued expenses (42,735) Cash provided by deferred revenue 5,326 Net cash used in changes in operating assets and liabilities$ (78,049) From December 31, 2021 to December 31, 2022:•Accounts receivable, net and other receivables, net increased $3.6 million due to the timing of collections from our university partners.•Other liabilities decreased $41.9 million, primarily due to a decrease in our lease liability and payments made to university clients in certain of our alternative credential offerings. •Accounts payable and accrued expenses decreased $42.7 million, primarily due to a decrease in accrued compensation and related benefits.•Deferred revenue increased $5.3 million, primarily due to the timing of our Degree Program Segment clients’ academic terms.Investing ActivitiesOur investing activities primarily consist of strategic acquisitions, divestitures and purchases of property and equipment to support the overall growth of our business. We expect our investing cash flows to be affected by the timing of payments we make for capital expenditures and the strategic acquisition or other growth opportunities we decide to pursue.During the year ended December 31, 2022, net cash used in investing activities was $69.4 million. This use of cash was driven by cash outflows of $62.4 million for the addition of amortizable intangible assets and $11.8 million for purchases of property and equipment, partially offset by a purchase price adjustment related to a change in net working capital which reduced the preliminary purchase price of the edX Acquisition by $5.0 million.Financing ActivitiesOur financing activities primarily consist of long-term debt borrowings, the repayment of principal on long-term debt, tax withholding payments associated with the settlement of restricted stock units and the exercise of stock options.During the year ended December 31, 2022, net cash used in financing activities was $6.9 million. This use of cash was driven by cash outflows of $7.2 million for quarterly amortization payments on our Amended Term Loan Facilities and $2.9 million for tax withholding payments associated with the settlement of restricted stock units, partially offset by a cash inflow of $2.4 million from cash proceeds received from employee stock purchase plan share purchases and the exercise of stock options.56Contractual Obligations and CommitmentsThe following table summarizes our obligations under the 2025 Notes, deferred government grant obligations, non-cancelable operating leases, commitments to certain of our university clients in exchange for contract extensions and various marketing and other rights, and purchase obligations as of December 31, 2022. Future events could cause actual payments to differ from these amounts.Contractual ObligationsLess than1 year1 - 3 years3 - 5 yearsMore than5 yearsTotal (in thousands)Term loan facilities*$ 78,486 $ 618,450 $ — $ — $ 696,936 Convertible senior notes** 8,550 392,825 — — 401,375 Deferred government grant obligations — — 3,500 — 3,500 Operating lease obligations 24,541 45,262 43,237 51,931 164,971 Future minimum payments to university clients 1,125 1,250 1,250 1,275 4,900 Purchase obligations*** 25,135 27,752 10,800 — 63,687 Total$ 137,837 $ 1,085,539 $ 58,787 $ 53,206 $ 1,335,369 Payment due by period*Amounts represent principal and interest, based on the interest rate in effect at December 31, 2022. In January 2023, we amended the Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. We prepaid certain amounts under the term loan facilities to reduce the outstanding principal amount from $567 million to $380 million.**Amounts represent principal and fixed-rate interest cash payments over the life of the 2025 Notes, including anticipated interest payments that are not recorded on our consolidated balance sheets. Any future settlement of the 2025 Notes would impact our cash payments. In January 2023, we issued the 2030 Notes in an aggregate principal amount of $147 million. The 2030 Notes have a maturity date in February 2030.***Other purchase orders made in the ordinary course of business are excluded from the table above. Any amounts for which we are liable under purchase orders are reflected on our consolidated balance sheets as accounts payable and accrued liabilities.Contingent PaymentsWe have entered into agreements with certain of our university clients in our Degree Program Segment that require us to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. We recognize any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and record a liability in other current liabilities on our consolidated balance sheets.In the first quarter of 2019, we entered into an agreement to make investments in an education technology company of up to $15.0 million, upon demand by the investee. During the second quarter of 2021, we sold our investment in this education technology company and were released from any further obligation to make additional investments.See Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 and “Legal Proceedings” contained in Part I, Item 3 of this Annual Report on Form 10-K for additional information regarding contingencies.Critical Accounting Policies and EstimatesThis management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions.While our significant accounting policies are more fully described in Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K, we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements.57 Changes in operating assets and liabilities, net of assets and liabilities acquiredThe following table sets forth the net cash used in changes in operating assets and liabilities during the year ended December 31, 2022 (in thousands):Changes in operating assets and liabilities, net of assets and liabilities acquired:Cash used in accounts receivable, net and other receivables, net$ (3,558) Cash used in prepaid expenses, other assets, and other liabilities, net (37,082) Cash used in accounts payable and accrued expenses (42,735) Cash provided by deferred revenue 5,326 Net cash used in changes in operating assets and liabilities$ (78,049) From December 31, 2021 to December 31, 2022:•Accounts receivable, net and other receivables, net increased $3.6 million due to the timing of collections from our university partners.•Other liabilities decreased $41.9 million, primarily due to a decrease in our lease liability and payments made to university clients in certain of our alternative credential offerings. •Accounts payable and accrued expenses decreased $42.7 million, primarily due to a decrease in accrued compensation and related benefits.•Deferred revenue increased $5.3 million, primarily due to the timing of our Degree Program Segment clients’ academic terms.Investing ActivitiesOur investing activities primarily consist of strategic acquisitions, divestitures and purchases of property and equipment to support the overall growth of our business. We expect our investing cash flows to be affected by the timing of payments we make for capital expenditures and the strategic acquisition or other growth opportunities we decide to pursue.During the year ended December 31, 2022, net cash used in investing activities was $69.4 million. This use of cash was driven by cash outflows of $62.4 million for the addition of amortizable intangible assets and $11.8 million for purchases of property and equipment, partially offset by a purchase price adjustment related to a change in net working capital which reduced the preliminary purchase price of the edX Acquisition by $5.0 million.Financing ActivitiesOur financing activities primarily consist of long-term debt borrowings, the repayment of principal on long-term debt, tax withholding payments associated with the settlement of restricted stock units and the exercise of stock options.During the year ended December 31, 2022, net cash used in financing activities was $6.9 million. This use of cash was driven by cash outflows of $7.2 million for quarterly amortization payments on our Amended Term Loan Facilities and $2.9 million for tax withholding payments associated with the settlement of restricted stock units, partially offset by a cash inflow of $2.4 million from cash proceeds received from employee stock purchase plan share purchases and the exercise of stock options.56Contractual Obligations and CommitmentsThe following table summarizes our obligations under the 2025 Notes, deferred government grant obligations, non-cancelable operating leases, commitments to certain of our university clients in exchange for contract extensions and various marketing and other rights, and purchase obligations as of December 31, 2022. Future events could cause actual payments to differ from these amounts.Contractual ObligationsLess than1 year1 - 3 years3 - 5 yearsMore than5 yearsTotal (in thousands)Term loan facilities*$ 78,486 $ 618,450 $ — $ — $ 696,936 Convertible senior notes** 8,550 392,825 — — 401,375 Deferred government grant obligations — — 3,500 — 3,500 Operating lease obligations 24,541 45,262 43,237 51,931 164,971 Future minimum payments to university clients 1,125 1,250 1,250 1,275 4,900 Purchase obligations*** 25,135 27,752 10,800 — 63,687 Total$ 137,837 $ 1,085,539 $ 58,787 $ 53,206 $ 1,335,369 Payment due by period*Amounts represent principal and interest, based on the interest rate in effect at December 31, 2022. In January 2023, we amended the Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. We prepaid certain amounts under the term loan facilities to reduce the outstanding principal amount from $567 million to $380 million.**Amounts represent principal and fixed-rate interest cash payments over the life of the 2025 Notes, including anticipated interest payments that are not recorded on our consolidated balance sheets. Any future settlement of the 2025 Notes would impact our cash payments. In January 2023, we issued the 2030 Notes in an aggregate principal amount of $147 million. The 2030 Notes have a maturity date in February 2030.***Other purchase orders made in the ordinary course of business are excluded from the table above. Any amounts for which we are liable under purchase orders are reflected on our consolidated balance sheets as accounts payable and accrued liabilities.Contingent PaymentsWe have entered into agreements with certain of our university clients in our Degree Program Segment that require us to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. We recognize any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and record a liability in other current liabilities on our consolidated balance sheets.In the first quarter of 2019, we entered into an agreement to make investments in an education technology company of up to $15.0 million, upon demand by the investee. During the second quarter of 2021, we sold our investment in this education technology company and were released from any further obligation to make additional investments.See Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 and “Legal Proceedings” contained in Part I, Item 3 of this Annual Report on Form 10-K for additional information regarding contingencies.Critical Accounting Policies and EstimatesThis management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions.While our significant accounting policies are more fully described in Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K, we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements.57Changes in operating assets and liabilities, net of assets and liabilities acquiredThe following table sets forth the net cash used in changes in operating assets and liabilities during the year ended December 31, 2022 (in thousands):Changes in operating assets and liabilities, net of assets and liabilities acquired:Cash used in accounts receivable, net and other receivables, net$ (3,558) Cash used in prepaid expenses, other assets, and other liabilities, net (37,082) Cash used in accounts payable and accrued expenses (42,735) Cash provided by deferred revenue 5,326 Net cash used in changes in operating assets and liabilities$ (78,049) From December 31, 2021 to December 31, 2022:•Accounts receivable, net and other receivables, net increased $3.6 million due to the timing of collections from our university partners.•Other liabilities decreased $41.9 million, primarily due to a decrease in our lease liability and payments made to university clients in certain of our alternative credential offerings. •Accounts payable and accrued expenses decreased $42.7 million, primarily due to a decrease in accrued compensation and related benefits.•Deferred revenue increased $5.3 million, primarily due to the timing of our Degree Program Segment clients’ academic terms.Investing ActivitiesOur investing activities primarily consist of strategic acquisitions, divestitures and purchases of property and equipment to support the overall growth of our business. We expect our investing cash flows to be affected by the timing of payments we make for capital expenditures and the strategic acquisition or other growth opportunities we decide to pursue.During the year ended December 31, 2022, net cash used in investing activities was $69.4 million. This use of cash was driven by cash outflows of $62.4 million for the addition of amortizable intangible assets and $11.8 million for purchases of property and equipment, partially offset by a purchase price adjustment related to a change in net working capital which reduced the preliminary purchase price of the edX Acquisition by $5.0 million.Financing ActivitiesOur financing activities primarily consist of long-term debt borrowings, the repayment of principal on long-term debt, tax withholding payments associated with the settlement of restricted stock units and the exercise of stock options.During the year ended December 31, 2022, net cash used in financing activities was $6.9 million. This use of cash was driven by cash outflows of $7.2 million for quarterly amortization payments on our Amended Term Loan Facilities and $2.9 million for tax withholding payments associated with the settlement of restricted stock units, partially offset by a cash inflow of $2.4 million from cash proceeds received from employee stock purchase plan share purchases and the exercise of stock options.56Contractual Obligations and CommitmentsThe following table summarizes our obligations under the 2025 Notes, deferred government grant obligations, non-cancelable operating leases, commitments to certain of our university clients in exchange for contract extensions and various marketing and other rights, and purchase obligations as of December 31, 2022. Future events could cause actual payments to differ from these amounts.Contractual ObligationsLess than1 year1 - 3 years3 - 5 yearsMore than5 yearsTotal (in thousands)Term loan facilities*$ 78,486 $ 618,450 $ — $ — $ 696,936 Convertible senior notes** 8,550 392,825 — — 401,375 Deferred government grant obligations — — 3,500 — 3,500 Operating lease obligations 24,541 45,262 43,237 51,931 164,971 Future minimum payments to university clients 1,125 1,250 1,250 1,275 4,900 Purchase obligations*** 25,135 27,752 10,800 — 63,687 Total$ 137,837 $ 1,085,539 $ 58,787 $ 53,206 $ 1,335,369 Payment due by period*Amounts represent principal and interest, based on the interest rate in effect at December 31, 2022. In January 2023, we amended the Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. We prepaid certain amounts under the term loan facilities to reduce the outstanding principal amount from $567 million to $380 million.**Amounts represent principal and fixed-rate interest cash payments over the life of the 2025 Notes, including anticipated interest payments that are not recorded on our consolidated balance sheets. Any future settlement of the 2025 Notes would impact our cash payments. In January 2023, we issued the 2030 Notes in an aggregate principal amount of $147 million. The 2030 Notes have a maturity date in February 2030.***Other purchase orders made in the ordinary course of business are excluded from the table above. Any amounts for which we are liable under purchase orders are reflected on our consolidated balance sheets as accounts payable and accrued liabilities.Contingent PaymentsWe have entered into agreements with certain of our university clients in our Degree Program Segment that require us to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. We recognize any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and record a liability in other current liabilities on our consolidated balance sheets.In the first quarter of 2019, we entered into an agreement to make investments in an education technology company of up to $15.0 million, upon demand by the investee. During the second quarter of 2021, we sold our investment in this education technology company and were released from any further obligation to make additional investments.See Note 7 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 and “Legal Proceedings” contained in Part I, Item 3 of this Annual Report on Form 10-K for additional information regarding contingencies.Critical Accounting Policies and EstimatesThis management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions.While our significant accounting policies are more fully described in Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K, we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our consolidated financial statements.57 Revenue Recognition, Receivables and Provision for Credit Losses Revenue Recognition, Receivables and Provision for Credit Losses We generate substantially all of our revenue from contractual arrangements, with either our university clients or students, We generate substantially all of our revenue from contractual arrangements, with either our university clients or students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support our to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support our offerings. offerings. Performance Obligations Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which we will be entitled in exchange obligation is satisfied. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, we estimate the for transferring services to the customer. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, we adjust our estimate of the overall transaction price. consideration, are evaluated at each reporting period, and if necessary, we adjust our estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. Our Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts our Our Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts our university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other specified charges we have agreed to exclude in certain university contracts. Our contracts with university clients in this segment specified charges we have agreed to exclude in certain university contracts. Our contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for our expected obligation to refund tuition and fees to university clients. established for our expected obligation to refund tuition and fees to university clients. Our Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to Our Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to enroll in, and progress through, our executive education programs and boot camps. Our executive education programs run enroll in, and progress through, our executive education programs and boot camps. Our executive education programs run between two and 16 weeks, while our boot camps run between 12 and 24 weeks. In this segment, our contracts with students between two and 16 weeks, while our boot camps run between 12 and 24 weeks. In this segment, our contracts with students include the delivery of the educational and related student support services and are treated as either a single performance include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. We recognize the proceeds received, net of any applicable pricing concessions, from the students enrolled and through the last. We recognize the proceeds received, net of any applicable pricing concessions, from the students enrolled and share contractually specified amounts received from students with the associated university client, in exchange for licenses to share contractually specified amounts received from students with the associated university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching expenses on our consolidated statements of operations and comprehensive loss. Our contracts with university clients in this expenses on our consolidated statements of operations and comprehensive loss. Our contracts with university clients in this segment are typically shorter and less restrictive than our contracts with university clients in our Degree Program Segment. segment are typically shorter and less restrictive than our contracts with university clients in our Degree Program Segment. We do not disclose the value of unsatisfied performance obligations for our Degree Program Segment because the variable We do not disclose the value of unsatisfied performance obligations for our Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. We do not disclose the value of unsatisfied performance obligations for our Alternative Credential Segment because obligation. We do not disclose the value of unsatisfied performance obligations for our Alternative Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. the performance obligations are part of contracts that have original durations of less than one year. Payments to University Clients Payments to University Clients Pursuant to certain of our contracts in the Degree Program Segment, we have made, or are obligated to make, payments to Pursuant to certain of our contracts in the Degree Program Segment, we have made, or are obligated to make, payments to university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and other rights. Generally, these amounts are capitalized as other assets on our consolidated balance sheets, and amortized as other rights. Generally, these amounts are capitalized as other assets on our consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. recognition begins. Receivables, Contract Assets and Liabilities Receivables, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net and deferred revenue on Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net and deferred revenue on our consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and our consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. Our trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at unbilled revenue. Our trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. Our methodology to measure the provision for credit losses requires an amortized cost net of provision for credit losses. Our methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. Our estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, Our estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. actual write-offs for uncollectible accounts have not significantly differed from prior estimates. We recognize unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in We recognize unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in our Degree Program Segment because billings to university clients do not occur until after the academic term has commenced our Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. Our unbilled revenue represents contract assets. and final enrollment information is available. Our unbilled revenue represents contract assets. Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of our alternative credential offerings. These plans, which are managed and serviced by third-party students enrolled in certain of our alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that exceed one year and are recorded net of any have been applied. The associated receivables generally have payment terms that exceed one year and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. component. There are no fees or origination costs included in these receivables. Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on our Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on our consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on our consolidated balance sheets. Our deferred revenue represents contract liabilities. We reflected as a current liability on our consolidated balance sheets. Our deferred revenue represents contract liabilities. We generally receive payments from Degree Program Segment university clients early in each academic term and from Alternative generally receive payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized. delivered or until our obligations are otherwise met, at which time revenue is recognized. Business Combinations Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. The excess of the cost of an acquired entity, net of the amounts based on their respective fair values at the acquisition date. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on our consolidated financial statements from the acquisition date. acquired entity are included on our consolidated financial statements from the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in respect to intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience, market conditions, and information obtained from management of the acquired companies and are part on historical experience, market conditions, and information obtained from management of the acquired companies and are inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to the cash flows that an asset is expected to generate in the future, the appropriate in the future include but are not limited to the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. Unanticipated events and weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. On November 16, 2021, we completed the edX Acquisition for a purchase price of $768.0 million. Refer to Note 3 in the On November 16, 2021, we completed the edX Acquisition for a purchase price of $768.0 million. Refer to Note 3 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding this transaction. information regarding this transaction. Long-Lived Assets Long-Lived Assets Amortizable Intangible Assets Amortizable Intangible Assets Acquired Definite-lived Intangible Assets. We capitalize purchased definite-lived intangible assets, such as software, Acquired Definite-lived Intangible Assets. We capitalize purchased definite-lived intangible assets, such as software, websites and domains, and amortize them on a straight-line basis over their estimated useful life. Historically, we have assessed websites and domains, and amortize them on a straight-line basis over their estimated useful life. Historically, we have assessed the useful lives of these acquired intangible assets to be between three and 10 years. the useful lives of these acquired intangible assets to be between three and 10 years. Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third- Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third- party costs, and internal payroll and payroll-related costs used in the creation of our internal-use software. Software party costs, and internal payroll and payroll-related costs used in the creation of our internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating our and the university’s networks and systems, and the testing of include costs of designing the application, coding, integrating our and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these stage and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to five years. five years. 58 58 59 59 Revenue Recognition, Receivables and Provision for Credit Losses Revenue Recognition, Receivables and Provision for Credit Losses We generate substantially all of our revenue from contractual arrangements, with either our university clients or students, We generate substantially all of our revenue from contractual arrangements, with either our university clients or students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support our to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support our offerings. offerings. Performance Obligations Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which we will be entitled in exchange obligation is satisfied. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, we estimate the for transferring services to the customer. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, we adjust our estimate of the overall transaction price. consideration, are evaluated at each reporting period, and if necessary, we adjust our estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. Our Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts our Our Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts our university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other specified charges we have agreed to exclude in certain university contracts. Our contracts with university clients in this segment specified charges we have agreed to exclude in certain university contracts. Our contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for our expected obligation to refund tuition and fees to university clients. established for our expected obligation to refund tuition and fees to university clients. Our Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to Our Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to enroll in, and progress through, our executive education programs and boot camps. Our executive education programs run enroll in, and progress through, our executive education programs and boot camps. Our executive education programs run between two and 16 weeks, while our boot camps run between 12 and 24 weeks. In this segment, our contracts with students between two and 16 weeks, while our boot camps run between 12 and 24 weeks. In this segment, our contracts with students include the delivery of the educational and related student support services and are treated as either a single performance include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. We recognize the proceeds received, net of any applicable pricing concessions, from the students enrolled and through the last. We recognize the proceeds received, net of any applicable pricing concessions, from the students enrolled and share contractually specified amounts received from students with the associated university client, in exchange for licenses to share contractually specified amounts received from students with the associated university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching expenses on our consolidated statements of operations and comprehensive loss. Our contracts with university clients in this expenses on our consolidated statements of operations and comprehensive loss. Our contracts with university clients in this segment are typically shorter and less restrictive than our contracts with university clients in our Degree Program Segment. segment are typically shorter and less restrictive than our contracts with university clients in our Degree Program Segment. the performance obligations are part of contracts that have original durations of less than one year. the performance obligations are part of contracts that have original durations of less than one year. Payments to University Clients Payments to University Clients Pursuant to certain of our contracts in the Degree Program Segment, we have made, or are obligated to make, payments to Pursuant to certain of our contracts in the Degree Program Segment, we have made, or are obligated to make, payments to other rights. Generally, these amounts are capitalized as other assets on our consolidated balance sheets, and amortized as other rights. Generally, these amounts are capitalized as other assets on our consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. recognition begins. Receivables, Contract Assets and Liabilities Receivables, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net and deferred revenue on Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net and deferred revenue on our consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and our consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. Our trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at unbilled revenue. Our trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. Our methodology to measure the provision for credit losses requires an amortized cost net of provision for credit losses. Our methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. Our estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, Our estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. actual write-offs for uncollectible accounts have not significantly differed from prior estimates. We recognize unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in We recognize unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in our Degree Program Segment because billings to university clients do not occur until after the academic term has commenced our Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. Our unbilled revenue represents contract assets. and final enrollment information is available. Our unbilled revenue represents contract assets. Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of our alternative credential offerings. These plans, which are managed and serviced by third-party students enrolled in certain of our alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that exceed one year and are recorded net of any have been applied. The associated receivables generally have payment terms that exceed one year and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. component. There are no fees or origination costs included in these receivables. Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on our Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on our consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on our consolidated balance sheets. Our deferred revenue represents contract liabilities. We reflected as a current liability on our consolidated balance sheets. Our deferred revenue represents contract liabilities. We generally receive payments from Degree Program Segment university clients early in each academic term and from Alternative generally receive payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized. delivered or until our obligations are otherwise met, at which time revenue is recognized. benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of Business Combinations Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. The excess of the cost of an acquired entity, net of the amounts based on their respective fair values at the acquisition date. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on our consolidated financial statements from the acquisition date. acquired entity are included on our consolidated financial statements from the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in respect to intangible assets. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience, market conditions, and information obtained from management of the acquired companies and are part on historical experience, market conditions, and information obtained from management of the acquired companies and are inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to the cash flows that an asset is expected to generate in the future, the appropriate in the future include but are not limited to the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. Unanticipated events and weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. On November 16, 2021, we completed the edX Acquisition for a purchase price of $768.0 million. Refer to Note 3 in the On November 16, 2021, we completed the edX Acquisition for a purchase price of $768.0 million. Refer to Note 3 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding this transaction. information regarding this transaction. We do not disclose the value of unsatisfied performance obligations for our Degree Program Segment because the variable We do not disclose the value of unsatisfied performance obligations for our Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance Long-Lived Assets Long-Lived Assets obligation. We do not disclose the value of unsatisfied performance obligations for our Alternative Credential Segment because obligation. We do not disclose the value of unsatisfied performance obligations for our Alternative Credential Segment because Amortizable Intangible Assets Amortizable Intangible Assets university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third- Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third- Acquired Definite-lived Intangible Assets. We capitalize purchased definite-lived intangible assets, such as software, Acquired Definite-lived Intangible Assets. We capitalize purchased definite-lived intangible assets, such as software, websites and domains, and amortize them on a straight-line basis over their estimated useful life. Historically, we have assessed websites and domains, and amortize them on a straight-line basis over their estimated useful life. Historically, we have assessed the useful lives of these acquired intangible assets to be between three and 10 years. the useful lives of these acquired intangible assets to be between three and 10 years. party costs, and internal payroll and payroll-related costs used in the creation of our internal-use software. Software party costs, and internal payroll and payroll-related costs used in the creation of our internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating our and the university’s networks and systems, and the testing of include costs of designing the application, coding, integrating our and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these stage and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to five years. five years. 58 58 59 59 Capitalized Content Development. We develop content for each offering on a course-by-course basis in collaboration with Capitalized Content Development. We develop content for each offering on a course-by-course basis in collaboration with For each of the interim impairment assessments, we utilized a weighted combination of the income-based approach and For each of the interim impairment assessments, we utilized a weighted combination of the income-based approach and university client faculty and industry experts. Depending upon the offering, we may use materials provided by university clients university client faculty and industry experts. Depending upon the offering, we may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. We are responsible for the creation and their faculty, including curricula, case studies, presentations and other reading materials. We are responsible for the creation of materials suitable for delivery through our online learning platform, including all expenses associated with this effort. With of materials suitable for delivery through our online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of our single performance obligation and is respect to the Degree Program Segment, the development of content is part of our single performance obligation and is considered a contract fulfillment cost. considered a contract fulfillment cost. The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and other services associated with creating digital content. Additionally, we capitalize internal payroll and payroll-related expenses other services associated with creating digital content. Additionally, we capitalize internal payroll and payroll-related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via our incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via our online learning platform. Capitalization ends when content has been fully developed by both us and the university client, at online learning platform. Capitalization ends when content has been fully developed by both us and the university client, at which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on a course-by-course basis and included in amortizable intangible assets, net on our consolidated balance sheets. These amounts a course-by-course basis and included in amortizable intangible assets, net on our consolidated balance sheets. These amounts are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on-campus offerings. expected curriculum refresh rates as cited by faculty members for similar on-campus offerings. Evaluation of Long-Lived Assets Evaluation of Long-Lived Assets We review long-lived assets, which consist of property and equipment, capitalized technology, capitalized content We review long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the asset or asset group. Our impairment analysis is based upon cumulative results and forecasted performance. asset or asset group. Our impairment analysis is based upon cumulative results and forecasted performance. Goodwill and Other Indefinite-lived Intangible Assets Goodwill and Other Indefinite-lived Intangible Assets We review goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more We review goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. indefinite-lived asset below its carrying value. Goodwill Goodwill market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included forecasts of revenue, value of its long-lived intangible asset. Key assumptions used in the income-based approach included forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, terminal growth rates, and discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s terminal growth rates, and discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income- weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income- based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements. Key assumptions used in the market-based approach included the selection of appropriate peer group measurements. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. fair value and the impairment test result. For the interim impairment assessment performed as of March 1, 2022, we determined the carrying value for one of our For the interim impairment assessment performed as of March 1, 2022, we determined the carrying value for one of our reporting units within our Alternative Credential Segment and the carrying value of our indefinite-lived intangible asset reporting units within our Alternative Credential Segment and the carrying value of our indefinite-lived intangible asset exceeded their respective estimated fair value. As a result, during the three months ended March 31, 2022, we recorded exceeded their respective estimated fair value. As a result, during the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. These impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. These charges are included within operating expense on our consolidated statements of operations. The estimated fair values of the charges are included within operating expense on our consolidated statements of operations. The estimated fair values of the remaining reporting units exceeded their respective carrying values by approximately 10% or more. remaining reporting units exceeded their respective carrying values by approximately 10% or more. For the interim impairment assessment performed as of September 30, 2022, we determined the carrying value for two of For the interim impairment assessment performed as of September 30, 2022, we determined the carrying value for two of the reporting units within our Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset the reporting units within our Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset exceeded their respective estimated fair value. As a result, during the three months ended September 30, 2022, we recorded exceeded their respective estimated fair value. As a result, during the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both within our Alternative Credential Segment. These charges are included within operating expense on our condensed consolidated within our Alternative Credential Segment. These charges are included within operating expense on our condensed consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. value by approximately 10% or more. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. For one of the reporting units within the Alternative Credential Segment, which had a goodwill and the impairment test result. For one of the reporting units within the Alternative Credential Segment, which had a goodwill balance of $97.2 million as of December 31, 2022, we recorded goodwill impairment charges of $43.0 million and balance of $97.2 million as of December 31, 2022, we recorded goodwill impairment charges of $43.0 million and $71.8 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of $71.8 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $40.3 million decrease or a September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $40.3 million decrease or a $53.5 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the $53.5 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the terminal growth rate, in isolation, would result a $27.6 million decrease or a $36.6 million increase to the estimated fair value of terminal growth rate, in isolation, would result a $27.6 million decrease or a $36.6 million increase to the estimated fair value of the reporting unit, respectively. the reporting unit, respectively. We test our goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. We test our goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. For the other reporting unit within the Alternative Credential Segment, which had a goodwill balance of $59.3 million as of For the other reporting unit within the Alternative Credential Segment, which had a goodwill balance of $59.3 million as of We initially assess qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. We We initially assess qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. We review goodwill for impairment using a quantitative approach if we decide to bypass the qualitative assessment or determine review goodwill for impairment using a quantitative approach if we decide to bypass the qualitative assessment or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative assessment. Upon completion of a quantitative assessment, we may be required to recognize an impairment based on the assessment. Upon completion of a quantitative assessment, we may be required to recognize an impairment based on the difference between the carrying value and the fair value of the reporting unit. difference between the carrying value and the fair value of the reporting unit. December 31, 2022, we recorded goodwill impairment charges of $7.2 million in the third quarter of 2022. For the impairment December 31, 2022, we recorded goodwill impairment charges of $7.2 million in the third quarter of 2022. For the impairment analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $5.2 analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $5.2 million decrease or a $6.7 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or million decrease or a $6.7 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the terminal growth rate, in isolation, would result a $3.1 million decrease or a $3.9 million increase to the estimated increase to the terminal growth rate, in isolation, would result a $3.1 million decrease or a $3.9 million increase to the estimated fair value of the reporting unit, respectively. fair value of the reporting unit, respectively. We determine the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based We determine the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based For the indefinite-lived intangible asset within the Alternative Credential Segment, we recorded impairment charges of For the indefinite-lived intangible asset within the Alternative Credential Segment, we recorded impairment charges of approaches. approaches. The income-based approach requires us to make significant assumptions and estimates. These assumptions and estimates The income-based approach requires us to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, we consider each reporting unit’s historical results and current determining these assumptions and preparing these estimates, we consider each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. continued efforts of competitors to gain market share and prospective student enrollment patterns. In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly-traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The other publicly-traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. We also make estimates and assumptions for market values to determine a reporting unit’s estimated fair value. We also make estimates and assumptions for market values to determine a reporting unit’s estimated fair value. During both the first and third quarter of 2022, we experienced a significant decline in our market capitalization. During both the first and third quarter of 2022, we experienced a significant decline in our market capitalization. Management deemed these declines triggering events related to our goodwill and indefinite-lived intangible asset. As a result, Management deemed these declines triggering events related to our goodwill and indefinite-lived intangible asset. As a result, we performed interim impairment assessments as of March 1, 2022 and September 30, 2022. we performed interim impairment assessments as of March 1, 2022 and September 30, 2022. $29.3 million and $59.3 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of $29.3 million and $59.3 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $51.6 million decrease or a September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $51.6 million decrease or a $66.3 million increase to the estimated fair value of the reporting unit, respectively. $66.3 million increase to the estimated fair value of the reporting unit, respectively. As of December 31, 2022 and 2021, the goodwill balance was $734.6 million and $834.5 million, respectively. See Note 5 As of December 31, 2022 and 2021, the goodwill balance was $734.6 million and $834.5 million, respectively. See Note 5 to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding goodwill. to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding goodwill. Our indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. As of Our indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. As of December 31, 2022 and 2021, the indefinite-lived intangible asset balance was $195.7 million and $255.0 million, respectively. December 31, 2022 and 2021, the indefinite-lived intangible asset balance was $195.7 million and $255.0 million, respectively. See Note 5 to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding See Note 5 to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding Other Indefinite-lived Intangible Assets Other Indefinite-lived Intangible Assets the indefinite-lived intangible asset. the indefinite-lived intangible asset. Stock-Based Compensation Stock-Based Compensation We provide stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock We provide stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. We measure all stock-based compensation awards units (“PRSUs”) and stock options to employees, directors and consultants. We measure all stock-based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance-based vesting conditions are at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance-based vesting conditions are 60 60 61 61 Capitalized Content Development. We develop content for each offering on a course-by-course basis in collaboration with Capitalized Content Development. We develop content for each offering on a course-by-course basis in collaboration with For each of the interim impairment assessments, we utilized a weighted combination of the income-based approach and For each of the interim impairment assessments, we utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included forecasts of revenue, value of its long-lived intangible asset. Key assumptions used in the income-based approach included forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements, terminal growth rates, and discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s terminal growth rates, and discount rates based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income- weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income- based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements. Key assumptions used in the market-based approach included the selection of appropriate peer group measurements. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. fair value and the impairment test result. which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on For the interim impairment assessment performed as of March 1, 2022, we determined the carrying value for one of our For the interim impairment assessment performed as of March 1, 2022, we determined the carrying value for one of our reporting units within our Alternative Credential Segment and the carrying value of our indefinite-lived intangible asset reporting units within our Alternative Credential Segment and the carrying value of our indefinite-lived intangible asset exceeded their respective estimated fair value. As a result, during the three months ended March 31, 2022, we recorded exceeded their respective estimated fair value. As a result, during the three months ended March 31, 2022, we recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. These impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively. These charges are included within operating expense on our consolidated statements of operations. The estimated fair values of the charges are included within operating expense on our consolidated statements of operations. The estimated fair values of the remaining reporting units exceeded their respective carrying values by approximately 10% or more. remaining reporting units exceeded their respective carrying values by approximately 10% or more. For the interim impairment assessment performed as of September 30, 2022, we determined the carrying value for two of For the interim impairment assessment performed as of September 30, 2022, we determined the carrying value for two of the reporting units within our Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset the reporting units within our Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset exceeded their respective estimated fair value. As a result, during the three months ended September 30, 2022, we recorded exceeded their respective estimated fair value. As a result, during the three months ended September 30, 2022, we recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both within our Alternative Credential Segment. These charges are included within operating expense on our condensed consolidated within our Alternative Credential Segment. These charges are included within operating expense on our condensed consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. value by approximately 10% or more. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. For one of the reporting units within the Alternative Credential Segment, which had a goodwill and the impairment test result. For one of the reporting units within the Alternative Credential Segment, which had a goodwill balance of $97.2 million as of December 31, 2022, we recorded goodwill impairment charges of $43.0 million and balance of $97.2 million as of December 31, 2022, we recorded goodwill impairment charges of $43.0 million and $71.8 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of $71.8 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $40.3 million decrease or a September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $40.3 million decrease or a $53.5 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the $53.5 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the terminal growth rate, in isolation, would result a $27.6 million decrease or a $36.6 million increase to the estimated fair value of terminal growth rate, in isolation, would result a $27.6 million decrease or a $36.6 million increase to the estimated fair value of the reporting unit, respectively. the reporting unit, respectively. For the other reporting unit within the Alternative Credential Segment, which had a goodwill balance of $59.3 million as of For the other reporting unit within the Alternative Credential Segment, which had a goodwill balance of $59.3 million as of December 31, 2022, we recorded goodwill impairment charges of $7.2 million in the third quarter of 2022. For the impairment December 31, 2022, we recorded goodwill impairment charges of $7.2 million in the third quarter of 2022. For the impairment analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $5.2 analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $5.2 million decrease or a $6.7 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or million decrease or a $6.7 million increase to the estimated fair value of the reporting unit, respectively, and a 1% decrease or increase to the terminal growth rate, in isolation, would result a $3.1 million decrease or a $3.9 million increase to the estimated increase to the terminal growth rate, in isolation, would result a $3.1 million decrease or a $3.9 million increase to the estimated fair value of the reporting unit, respectively. fair value of the reporting unit, respectively. For the indefinite-lived intangible asset within the Alternative Credential Segment, we recorded impairment charges of For the indefinite-lived intangible asset within the Alternative Credential Segment, we recorded impairment charges of $29.3 million and $59.3 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of $29.3 million and $59.3 million in the first and third quarter of 2022, respectively. For the impairment analysis performed as of September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $51.6 million decrease or a September 30, 2022, a 1% increase or decrease to the discount rate, in isolation, would result in a $51.6 million decrease or a $66.3 million increase to the estimated fair value of the reporting unit, respectively. $66.3 million increase to the estimated fair value of the reporting unit, respectively. As of December 31, 2022 and 2021, the goodwill balance was $734.6 million and $834.5 million, respectively. See Note 5 As of December 31, 2022 and 2021, the goodwill balance was $734.6 million and $834.5 million, respectively. See Note 5 university client faculty and industry experts. Depending upon the offering, we may use materials provided by university clients university client faculty and industry experts. Depending upon the offering, we may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. We are responsible for the creation and their faculty, including curricula, case studies, presentations and other reading materials. We are responsible for the creation of materials suitable for delivery through our online learning platform, including all expenses associated with this effort. With of materials suitable for delivery through our online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of our single performance obligation and is respect to the Degree Program Segment, the development of content is part of our single performance obligation and is considered a contract fulfillment cost. considered a contract fulfillment cost. The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and other services associated with creating digital content. Additionally, we capitalize internal payroll and payroll-related expenses other services associated with creating digital content. Additionally, we capitalize internal payroll and payroll-related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via our incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via our online learning platform. Capitalization ends when content has been fully developed by both us and the university client, at online learning platform. Capitalization ends when content has been fully developed by both us and the university client, at a course-by-course basis and included in amortizable intangible assets, net on our consolidated balance sheets. These amounts a course-by-course basis and included in amortizable intangible assets, net on our consolidated balance sheets. These amounts are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on-campus offerings. expected curriculum refresh rates as cited by faculty members for similar on-campus offerings. Evaluation of Long-Lived Assets Evaluation of Long-Lived Assets We review long-lived assets, which consist of property and equipment, capitalized technology, capitalized content We review long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the asset or asset group. Our impairment analysis is based upon cumulative results and forecasted performance. asset or asset group. Our impairment analysis is based upon cumulative results and forecasted performance. Goodwill and Other Indefinite-lived Intangible Assets Goodwill and Other Indefinite-lived Intangible Assets We review goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more We review goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. indefinite-lived asset below its carrying value. Goodwill Goodwill We test our goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. We test our goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. We initially assess qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. We We initially assess qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. We review goodwill for impairment using a quantitative approach if we decide to bypass the qualitative assessment or determine review goodwill for impairment using a quantitative approach if we decide to bypass the qualitative assessment or determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative assessment. Upon completion of a quantitative assessment, we may be required to recognize an impairment based on the assessment. Upon completion of a quantitative assessment, we may be required to recognize an impairment based on the difference between the carrying value and the fair value of the reporting unit. difference between the carrying value and the fair value of the reporting unit. We determine the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based We determine the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based approaches. approaches. The income-based approach requires us to make significant assumptions and estimates. These assumptions and estimates The income-based approach requires us to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, we consider each reporting unit’s historical results and current determining these assumptions and preparing these estimates, we consider each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding goodwill. to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding goodwill. a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. continued efforts of competitors to gain market share and prospective student enrollment patterns. Other Indefinite-lived Intangible Assets Other Indefinite-lived Intangible Assets In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly-traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The other publicly-traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. We also make estimates and assumptions for market values to determine a reporting unit’s estimated fair value. We also make estimates and assumptions for market values to determine a reporting unit’s estimated fair value. During both the first and third quarter of 2022, we experienced a significant decline in our market capitalization. During both the first and third quarter of 2022, we experienced a significant decline in our market capitalization. Management deemed these declines triggering events related to our goodwill and indefinite-lived intangible asset. As a result, Management deemed these declines triggering events related to our goodwill and indefinite-lived intangible asset. As a result, we performed interim impairment assessments as of March 1, 2022 and September 30, 2022. we performed interim impairment assessments as of March 1, 2022 and September 30, 2022. Our indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. As of Our indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. As of December 31, 2022 and 2021, the indefinite-lived intangible asset balance was $195.7 million and $255.0 million, respectively. December 31, 2022 and 2021, the indefinite-lived intangible asset balance was $195.7 million and $255.0 million, respectively. See Note 5 to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding See Note 5 to our Consolidated Financial Statements in Item 8 of Part II of this annual report for more information regarding the indefinite-lived intangible asset. the indefinite-lived intangible asset. Stock-Based Compensation Stock-Based Compensation We provide stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock We provide stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. We measure all stock-based compensation awards units (“PRSUs”) and stock options to employees, directors and consultants. We measure all stock-based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance-based vesting conditions are at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance-based vesting conditions are 60 60 61 61 defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. Foreign Currency Exchange Risk Foreign Currency Exchange Risk We transact material business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency We transact material business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. Our primary exposures are related to non-U.S. dollar denominated revenue and operating expenses in South exchange rates. Our primary exposures are related to non-U.S. dollar denominated revenue and operating expenses in South Africa and the United Kingdom. Accounts relating to foreign operations are translated into U.S. dollars using prevailing Africa and the United Kingdom. Accounts relating to foreign operations are translated into U.S. dollars using prevailing exchange rates at the relevant period end. As a result, we would experience increased revenue and operating expenses in our exchange rates at the relevant period end. As a result, we would experience increased revenue and operating expenses in our non-U.S. operations if there were a decline in the value of the U.S. dollar relative to these foreign currencies. Conversely, we non-U.S. operations if there were a decline in the value of the U.S. dollar relative to these foreign currencies. Conversely, we would experience decreased revenue and operating expenses in our non-U.S. operations if there were an increase in the value of would experience decreased revenue and operating expenses in our non-U.S. operations if there were an increase in the value of the U.S. dollar relative to these foreign currencies. Translation adjustments are included as a separate component of the U.S. dollar relative to these foreign currencies. Translation adjustments are included as a separate component of stockholders’ equity. stockholders’ equity. comprehensive loss. comprehensive loss. For the years ended December 31, 2022 and 2021, our foreign currency translation adjustment was a loss of $3.5 million For the years ended December 31, 2022 and 2021, our foreign currency translation adjustment was a loss of $3.5 million and a loss of $6.1 million, respectively. For the years ended December 31, 2022 and 2021, we recognized foreign currency and a loss of $6.1 million, respectively. For the years ended December 31, 2022 and 2021, we recognized foreign currency exchange losses of $4.2 million and $2.5 million, respectively, included on our consolidated statements of operations and exchange losses of $4.2 million and $2.5 million, respectively, included on our consolidated statements of operations and The foreign exchange rate volatility of the trailing 12 months ended December 31, 2022 was 12% and 9% for the South The foreign exchange rate volatility of the trailing 12 months ended December 31, 2022 was 12% and 9% for the South African rand and British pound, respectively. The foreign exchange rate volatility of the trailing 12 months ended December 31, African rand and British pound, respectively. The foreign exchange rate volatility of the trailing 12 months ended December 31, 2021 was 11% and 5% for the South African rand and British pound, respectively. A 10% fluctuation of foreign currency 2021 was 11% and 5% for the South African rand and British pound, respectively. A 10% fluctuation of foreign currency exchange rates would have had an immaterial effect on our results of operations and cash flows for all periods presented. The exchange rates would have had an immaterial effect on our results of operations and cash flows for all periods presented. The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given fiscal period. Such volatility, even when it increases our revenue or decreases our expense, impacts our ability to any given fiscal period. Such volatility, even when it increases our revenue or decreases our expense, impacts our ability to accurately predict our future results and earnings. accurately predict our future results and earnings. based on the fair value of our stock on the date of grant. We use a Black-Scholes option pricing model to estimate the fair value based on the fair value of our stock on the date of grant. We use a Black-Scholes option pricing model to estimate the fair value of stock option grants and a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting of stock option grants and a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions. We also maintain the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimate the fair value of each conditions. We also maintain the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimate the fair value of each purchase right thereunder as of the grant date using a Black-Scholes option pricing model. purchase right thereunder as of the grant date using a Black-Scholes option pricing model. The Black-Scholes and Monte Carlo valuation models require the input of subjective assumptions, including the risk-free The Black-Scholes and Monte Carlo valuation models require the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. For stock option grants, the risk-free interest rate interest rate, expected life, expected stock price volatility and dividend yield. For stock option grants, the risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of our employee stock options. The expected life represents the period of time the stock options are expected to be term of our employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. We use the “simplified method” due to the to be the mid-point between the vesting date and the end of the contractual term. We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of our common stock over the estimated expected life of stock options. Expected volatility is based on the historical volatility of our common stock over the estimated expected life of the stock options. We assume no dividend yield because dividends are not expected to be paid in the near future, which is the stock options. We assume no dividend yield because dividends are not expected to be paid in the near future, which is consistent with our history of not declaring or paying dividends to date. consistent with our history of not declaring or paying dividends to date. For PRSUs subject to market-based vesting conditions, the risk-free interest rate assumption is based upon observed For PRSUs subject to market-based vesting conditions, the risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected life of the awards. The expected life is interest rates for constant maturity U.S. Treasury securities consistent with the expected life of the awards. The expected life is consistent with the performance measurement period of the awards. Expected volatility is based on the historical volatility of consistent with the performance measurement period of the awards. Expected volatility is based on the historical volatility of our common stock over the estimated expected life. We assume no dividend yield because dividends are not expected to be paid our common stock over the estimated expected life. We assume no dividend yield because dividends are not expected to be paid in the near future, which is consistent with our history of not declaring or paying dividends to date. The valuations determined in the near future, which is consistent with our history of not declaring or paying dividends to date. The valuations determined by the Monte Carlo simulation utilize 50,000 future stock prices for us and our peer group. We have chosen this amount for the by the Monte Carlo simulation utilize 50,000 future stock prices for us and our peer group. We have chosen this amount for the simulation as to minimize the standard modeling error and believe that the resulting distribution gives a reasonable estimate of simulation as to minimize the standard modeling error and believe that the resulting distribution gives a reasonable estimate of the grant date fair value. the grant date fair value. For awards subject only to service-based vesting conditions, we recognize stock-based compensation expense on a straight- For awards subject only to service-based vesting conditions, we recognize stock-based compensation expense on a straight- line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting conditions, we recognize stock-based compensation expense using an accelerated recognition method when it is probable that conditions, we recognize stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, we the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, we recognize stock-based compensation expense using an accelerated recognition method over the requisite service period recognize stock-based compensation expense using an accelerated recognition method over the requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense being recognized irrespective of the achievement of the market condition. For shares subject to the ESPP, we use the straight- being recognized irrespective of the achievement of the market condition. For shares subject to the ESPP, we use the straight- line method to record stock-based compensation expense over the respective offering period. line method to record stock-based compensation expense over the respective offering period. Refer to Note 13 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Refer to Note 13 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our stock-based compensation awards. Form 10-K for more information regarding our stock-based compensation awards. Recent Accounting Pronouncements Recent Accounting Pronouncements Refer to Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Refer to Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of the FASB’s recent accounting pronouncements and their effect on us. Form 10-K for a discussion of the FASB’s recent accounting pronouncements and their effect on us. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. Our exposure to market risk related to changes in foreign currency commodity prices, equity prices and other market changes. Our exposure to market risk related to changes in foreign currency exchange rates is deemed moderate as further described below. In addition, we do not use derivative financial instruments for exchange rates is deemed moderate as further described below. In addition, we do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to speculative, hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to manage the risks described in the succeeding paragraphs. manage the risks described in the succeeding paragraphs. Interest Rate Risk Interest Rate Risk We are subject to interest rate risk through our borrowings under our Amended Term Loan Facilities. Loans under this We are subject to interest rate risk through our borrowings under our Amended Term Loan Facilities. Loans under this facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The effective interest rate of margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The effective interest rate of the Amended Term Loan Facilities for the year ended December 31, 2022 was approximately 9.10%. As of December 31, 2022, the Amended Term Loan Facilities for the year ended December 31, 2022 was approximately 9.10%. As of December 31, 2022, borrowings under our Amended Term Loan Facilities were $566.6 million. A hypothetical increase in interest rates by 100 basis borrowings under our Amended Term Loan Facilities were $566.6 million. A hypothetical increase in interest rates by 100 basis points would increase interest expense by $5.7 million. points would increase interest expense by $5.7 million. In January 2023, we entered into the Second Amended Credit Agreement. Loans under the Second Amended Credit In January 2023, we entered into the Second Amended Credit Agreement. Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as 62 62 63 63 defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. Foreign Currency Exchange Risk Foreign Currency Exchange Risk We transact material business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency We transact material business in foreign currencies and are exposed to risks resulting from fluctuations in foreign currency exchange rates. Our primary exposures are related to non-U.S. dollar denominated revenue and operating expenses in South exchange rates. Our primary exposures are related to non-U.S. dollar denominated revenue and operating expenses in South Africa and the United Kingdom. Accounts relating to foreign operations are translated into U.S. dollars using prevailing Africa and the United Kingdom. Accounts relating to foreign operations are translated into U.S. dollars using prevailing exchange rates at the relevant period end. As a result, we would experience increased revenue and operating expenses in our exchange rates at the relevant period end. As a result, we would experience increased revenue and operating expenses in our non-U.S. operations if there were a decline in the value of the U.S. dollar relative to these foreign currencies. Conversely, we non-U.S. operations if there were a decline in the value of the U.S. dollar relative to these foreign currencies. Conversely, we would experience decreased revenue and operating expenses in our non-U.S. operations if there were an increase in the value of would experience decreased revenue and operating expenses in our non-U.S. operations if there were an increase in the value of the U.S. dollar relative to these foreign currencies. Translation adjustments are included as a separate component of the U.S. dollar relative to these foreign currencies. Translation adjustments are included as a separate component of stockholders’ equity. stockholders’ equity. For the years ended December 31, 2022 and 2021, our foreign currency translation adjustment was a loss of $3.5 million For the years ended December 31, 2022 and 2021, our foreign currency translation adjustment was a loss of $3.5 million and a loss of $6.1 million, respectively. For the years ended December 31, 2022 and 2021, we recognized foreign currency and a loss of $6.1 million, respectively. For the years ended December 31, 2022 and 2021, we recognized foreign currency exchange losses of $4.2 million and $2.5 million, respectively, included on our consolidated statements of operations and exchange losses of $4.2 million and $2.5 million, respectively, included on our consolidated statements of operations and comprehensive loss. comprehensive loss. The foreign exchange rate volatility of the trailing 12 months ended December 31, 2022 was 12% and 9% for the South The foreign exchange rate volatility of the trailing 12 months ended December 31, 2022 was 12% and 9% for the South African rand and British pound, respectively. The foreign exchange rate volatility of the trailing 12 months ended December 31, African rand and British pound, respectively. The foreign exchange rate volatility of the trailing 12 months ended December 31, 2021 was 11% and 5% for the South African rand and British pound, respectively. A 10% fluctuation of foreign currency 2021 was 11% and 5% for the South African rand and British pound, respectively. A 10% fluctuation of foreign currency exchange rates would have had an immaterial effect on our results of operations and cash flows for all periods presented. The exchange rates would have had an immaterial effect on our results of operations and cash flows for all periods presented. The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given fiscal period. Such volatility, even when it increases our revenue or decreases our expense, impacts our ability to any given fiscal period. Such volatility, even when it increases our revenue or decreases our expense, impacts our ability to accurately predict our future results and earnings. accurately predict our future results and earnings. based on the fair value of our stock on the date of grant. We use a Black-Scholes option pricing model to estimate the fair value based on the fair value of our stock on the date of grant. We use a Black-Scholes option pricing model to estimate the fair value of stock option grants and a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting of stock option grants and a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions. We also maintain the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimate the fair value of each conditions. We also maintain the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimate the fair value of each purchase right thereunder as of the grant date using a Black-Scholes option pricing model. purchase right thereunder as of the grant date using a Black-Scholes option pricing model. The Black-Scholes and Monte Carlo valuation models require the input of subjective assumptions, including the risk-free The Black-Scholes and Monte Carlo valuation models require the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. For stock option grants, the risk-free interest rate interest rate, expected life, expected stock price volatility and dividend yield. For stock option grants, the risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of our employee stock options. The expected life represents the period of time the stock options are expected to be term of our employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. We use the “simplified method” due to the to be the mid-point between the vesting date and the end of the contractual term. We use the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of our common stock over the estimated expected life of stock options. Expected volatility is based on the historical volatility of our common stock over the estimated expected life of the stock options. We assume no dividend yield because dividends are not expected to be paid in the near future, which is the stock options. We assume no dividend yield because dividends are not expected to be paid in the near future, which is consistent with our history of not declaring or paying dividends to date. consistent with our history of not declaring or paying dividends to date. For PRSUs subject to market-based vesting conditions, the risk-free interest rate assumption is based upon observed For PRSUs subject to market-based vesting conditions, the risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected life of the awards. The expected life is interest rates for constant maturity U.S. Treasury securities consistent with the expected life of the awards. The expected life is consistent with the performance measurement period of the awards. Expected volatility is based on the historical volatility of consistent with the performance measurement period of the awards. Expected volatility is based on the historical volatility of our common stock over the estimated expected life. We assume no dividend yield because dividends are not expected to be paid our common stock over the estimated expected life. We assume no dividend yield because dividends are not expected to be paid in the near future, which is consistent with our history of not declaring or paying dividends to date. The valuations determined in the near future, which is consistent with our history of not declaring or paying dividends to date. The valuations determined by the Monte Carlo simulation utilize 50,000 future stock prices for us and our peer group. We have chosen this amount for the by the Monte Carlo simulation utilize 50,000 future stock prices for us and our peer group. We have chosen this amount for the simulation as to minimize the standard modeling error and believe that the resulting distribution gives a reasonable estimate of simulation as to minimize the standard modeling error and believe that the resulting distribution gives a reasonable estimate of the grant date fair value. the grant date fair value. For awards subject only to service-based vesting conditions, we recognize stock-based compensation expense on a straight- For awards subject only to service-based vesting conditions, we recognize stock-based compensation expense on a straight- line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting conditions, we recognize stock-based compensation expense using an accelerated recognition method when it is probable that conditions, we recognize stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, we the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, we recognize stock-based compensation expense using an accelerated recognition method over the requisite service period recognize stock-based compensation expense using an accelerated recognition method over the requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense being recognized irrespective of the achievement of the market condition. For shares subject to the ESPP, we use the straight- being recognized irrespective of the achievement of the market condition. For shares subject to the ESPP, we use the straight- line method to record stock-based compensation expense over the respective offering period. line method to record stock-based compensation expense over the respective offering period. Refer to Note 13 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Refer to Note 13 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for more information regarding our stock-based compensation awards. Form 10-K for more information regarding our stock-based compensation awards. Recent Accounting Pronouncements Recent Accounting Pronouncements Refer to Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Refer to Note 2 in the “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of the FASB’s recent accounting pronouncements and their effect on us. Form 10-K for a discussion of the FASB’s recent accounting pronouncements and their effect on us. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. Our exposure to market risk related to changes in foreign currency commodity prices, equity prices and other market changes. Our exposure to market risk related to changes in foreign currency exchange rates is deemed moderate as further described below. In addition, we do not use derivative financial instruments for exchange rates is deemed moderate as further described below. In addition, we do not use derivative financial instruments for speculative, hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to speculative, hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to manage the risks described in the succeeding paragraphs. manage the risks described in the succeeding paragraphs. Interest Rate Risk Interest Rate Risk We are subject to interest rate risk through our borrowings under our Amended Term Loan Facilities. Loans under this We are subject to interest rate risk through our borrowings under our Amended Term Loan Facilities. Loans under this facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable facility bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The effective interest rate of margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The effective interest rate of the Amended Term Loan Facilities for the year ended December 31, 2022 was approximately 9.10%. As of December 31, 2022, the Amended Term Loan Facilities for the year ended December 31, 2022 was approximately 9.10%. As of December 31, 2022, borrowings under our Amended Term Loan Facilities were $566.6 million. A hypothetical increase in interest rates by 100 basis borrowings under our Amended Term Loan Facilities were $566.6 million. A hypothetical increase in interest rates by 100 basis points would increase interest expense by $5.7 million. points would increase interest expense by $5.7 million. In January 2023, we entered into the Second Amended Credit Agreement. Loans under the Second Amended Credit In January 2023, we entered into the Second Amended Credit Agreement. Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as 62 62 63 63 Item 8. Financial Statements and Supplementary Data Item 8. Financial Statements and Supplementary Data 2U, Inc. 2U, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (KPMG, LLP, McLean, VA Auditor Firm ID: 185) Reports of Independent Registered Public Accounting Firm (KPMG, LLP, McLean, VA Auditor Firm ID: 185) Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021, 2020 and Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019 2019 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements PAGE PAGE 65 65 68 68 69 69 70 70 71 71 72 72 Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors To the Stockholders and Board of Directors 2U, Inc.: 2U, Inc.: Opinion on the Consolidated Financial Statements Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of 2U, Inc. and subsidiaries (the Company) as of We have audited the accompanying consolidated balance sheets of 2U, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Company’s internal control over financial reporting. Change in Accounting Principle Change in Accounting Principle and Contracts in an Entity’s Own Equity. and Contracts in an Entity’s Own Equity. Basis for Opinion Basis for Opinion As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for convertible debt as of January 1, 2022 due to the adoption of ASU No. 2020-06, Accounting for Convertible Instruments for convertible debt as of January 1, 2022 due to the adoption of ASU No. 2020-06, Accounting for Convertible Instruments These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Determination of implied pricing concessions Determination of implied pricing concessions As discussed in Note 15 to the consolidated financial statements, the Company’s Alternative Credential Segment As discussed in Note 15 to the consolidated financial statements, the Company’s Alternative Credential Segment recorded revenue of $391 million for the year ended December 31, 2022. As discussed in Note 2 to the consolidated financial recorded revenue of $391 million for the year ended December 31, 2022. As discussed in Note 2 to the consolidated financial statements, the transaction price in certain contracts with customers of the Alternative Credential Segment includes variable statements, the transaction price in certain contracts with customers of the Alternative Credential Segment includes variable consideration, subject to a constraint, in the form of implied pricing concessions. The Company initially estimates the value of consideration, subject to a constraint, in the form of implied pricing concessions. The Company initially estimates the value of implied pricing concessions, including the effect of the constraint on variable consideration, at contract inception and updates implied pricing concessions, including the effect of the constraint on variable consideration, at contract inception and updates the estimate in each reporting period based on the Company’s own collection history data and market data. the estimate in each reporting period based on the Company’s own collection history data and market data. 64 64 65 65 Item 8. Financial Statements and Supplementary Data Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 2U, Inc. 2U, Inc. Reports of Independent Registered Public Accounting Firm (KPMG, LLP, McLean, VA Auditor Firm ID: 185) Reports of Independent Registered Public Accounting Firm (KPMG, LLP, McLean, VA Auditor Firm ID: 185) Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021, 2020 and Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019 2019 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 65 65 68 68 69 69 70 70 71 71 72 72 Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors To the Stockholders and Board of Directors PAGE PAGE 2U, Inc.: 2U, Inc.: Opinion on the Consolidated Financial Statements Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of 2U, Inc. and subsidiaries (the Company) as of We have audited the accompanying consolidated balance sheets of 2U, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Treadway Commission, and our report dated February 21, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Company’s internal control over financial reporting. Change in Accounting Principle Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for convertible debt as of January 1, 2022 due to the adoption of ASU No. 2020-06, Accounting for Convertible Instruments for convertible debt as of January 1, 2022 due to the adoption of ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. and Contracts in an Entity’s Own Equity. Basis for Opinion Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Determination of implied pricing concessions Determination of implied pricing concessions As discussed in Note 15 to the consolidated financial statements, the Company’s Alternative Credential Segment As discussed in Note 15 to the consolidated financial statements, the Company’s Alternative Credential Segment recorded revenue of $391 million for the year ended December 31, 2022. As discussed in Note 2 to the consolidated financial recorded revenue of $391 million for the year ended December 31, 2022. As discussed in Note 2 to the consolidated financial statements, the transaction price in certain contracts with customers of the Alternative Credential Segment includes variable statements, the transaction price in certain contracts with customers of the Alternative Credential Segment includes variable consideration, subject to a constraint, in the form of implied pricing concessions. The Company initially estimates the value of consideration, subject to a constraint, in the form of implied pricing concessions. The Company initially estimates the value of implied pricing concessions, including the effect of the constraint on variable consideration, at contract inception and updates implied pricing concessions, including the effect of the constraint on variable consideration, at contract inception and updates the estimate in each reporting period based on the Company’s own collection history data and market data. the estimate in each reporting period based on the Company’s own collection history data and market data. 64 64 65 65 We identified the assessment of the estimated implied pricing concessions as a critical audit matter. Significant auditor We identified the assessment of the estimated implied pricing concessions as a critical audit matter. Significant auditor To the Stockholders and Board of Directors To the Stockholders and Board of Directors judgment was involved in evaluating the reliability of market data and the weighting applied to the Company’s own collection judgment was involved in evaluating the reliability of market data and the weighting applied to the Company’s own collection history data and the market data used in estimating the overall rate of implied pricing concessions. history data and the market data used in estimating the overall rate of implied pricing concessions. 2U, Inc.: 2U, Inc.: Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm The following are the primary procedures we performed to address this critical audit matter. We evaluated the design The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the overall rate of and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the overall rate of implied pricing concessions, including controls related to the reliability of the market data and determination of the weighting implied pricing concessions, including controls related to the reliability of the market data and determination of the weighting applied to the Company’s own collection history data and market data used in the estimate. We evaluated the reliability of the applied to the Company’s own collection history data and market data used in the estimate. We evaluated the reliability of the market data by considering the source and nature of the data. We evaluated the reasonableness of the weighting applied to the market data by considering the source and nature of the data. We evaluated the reasonableness of the weighting applied to the Company’s own collection history data and market data by performing sensitivity analyses over those inputs and by comparing Company’s own collection history data and market data by performing sensitivity analyses over those inputs and by comparing the Company’s overall rate of implied pricing concessions to data published by certain agencies of the federal government. the Company’s overall rate of implied pricing concessions to data published by certain agencies of the federal government. Impairment of goodwill and indefinite-lived intangible asset Impairment of goodwill and indefinite-lived intangible asset As discussed in Notes 2 and 5 to the consolidated financial statements, the Company reviews goodwill and other As discussed in Notes 2 and 5 to the consolidated financial statements, the Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. The Company would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. The Company uses a weighted combination of the income-based and market-based approaches to determine the fair value of reporting units uses a weighted combination of the income-based and market-based approaches to determine the fair value of reporting units and an income-based model to determine the fair value of indefinite-lived intangible assets. During the first and third quarters and an income-based model to determine the fair value of indefinite-lived intangible assets. During the first and third quarters of 2022, the Company determined that triggering events occurred and the carrying values of certain reporting units within the of 2022, the Company determined that triggering events occurred and the carrying values of certain reporting units within the Alternative Credential Segment and an indefinite-lived intangible asset exceeded their fair value, resulting in goodwill Alternative Credential Segment and an indefinite-lived intangible asset exceeded their fair value, resulting in goodwill impairment charges of $79 million and indefinite-lived intangible asset impairment charges of $59 million. impairment charges of $79 million and indefinite-lived intangible asset impairment charges of $59 million. We identified the impairment of goodwill for a reporting unit within the Alternative Credential Segment and an indefinite- We identified the impairment of goodwill for a reporting unit within the Alternative Credential Segment and an indefinite- lived intangible asset as a critical audit matter. A high degree of subjectivity was required to evaluate the forecasted revenue lived intangible asset as a critical audit matter. A high degree of subjectivity was required to evaluate the forecasted revenue growth rates, including the terminal growth rate, margins and discount rate assumptions used in each of the income-based growth rates, including the terminal growth rate, margins and discount rate assumptions used in each of the income-based methodologies. Changes to these assumptions could have a substantial impact on the fair value of the reporting unit and methodologies. Changes to these assumptions could have a substantial impact on the fair value of the reporting unit and indefinite-lived intangible asset and the amount of the impairment charges. indefinite-lived intangible asset and the amount of the impairment charges. The primary procedures we performed to address this critical audit matter included the following. We tested certain internal The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s goodwill and indefinite-lived intangible asset impairment analysis process, including controls controls over the Company’s goodwill and indefinite-lived intangible asset impairment analysis process, including controls related to the forecasted revenue growth rates, including the terminal growth rate, margins and the development of the discount related to the forecasted revenue growth rates, including the terminal growth rate, margins and the development of the discount rate assumptions. We evaluated the Company’s forecasted revenue growth rates and margins by comparing them to historical rate assumptions. We evaluated the Company’s forecasted revenue growth rates and margins by comparing them to historical actual results of the Company and its peers. In addition, we involved valuation professionals with specialized skills and actual results of the Company and its peers. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: knowledge, who assisted in: • • • • evaluating the Company’s terminal growth rate by comparing to publicly available market data evaluating the Company’s terminal growth rate by comparing to publicly available market data Definition and Limitations of Internal Control Over Financial Reporting Definition and Limitations of Internal Control Over Financial Reporting evaluating the Company’s discount rate assumptions by comparing the inputs to the discount rates to publicly evaluating the Company’s discount rate assumptions by comparing the inputs to the discount rates to publicly available market data and historical experience. available market data and historical experience. /s/ KPMG LLP /s/ KPMG LLP We have served as the Company’s auditor since 2013. We have served as the Company’s auditor since 2013. McLean, Virginia McLean, Virginia February 21, 2023 February 21, 2023 Opinion on Internal Control Over Financial Reporting Opinion on Internal Control Over Financial Reporting We have audited 2U, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, We have audited 2U, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement Schedule II - Valuation and three-year period ended December 31, 2022, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an unqualified opinion on those consolidated financial statements. unqualified opinion on those consolidated financial statements. Basis for Opinion Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. McLean, Virginia McLean, Virginia February 21, 2023 February 21, 2023 /s/ KPMG LLP /s/ KPMG LLP 66 66 67 67 We identified the assessment of the estimated implied pricing concessions as a critical audit matter. Significant auditor We identified the assessment of the estimated implied pricing concessions as a critical audit matter. Significant auditor To the Stockholders and Board of Directors To the Stockholders and Board of Directors judgment was involved in evaluating the reliability of market data and the weighting applied to the Company’s own collection judgment was involved in evaluating the reliability of market data and the weighting applied to the Company’s own collection history data and the market data used in estimating the overall rate of implied pricing concessions. history data and the market data used in estimating the overall rate of implied pricing concessions. 2U, Inc.: 2U, Inc.: Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm The following are the primary procedures we performed to address this critical audit matter. We evaluated the design The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the overall rate of and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate the overall rate of implied pricing concessions, including controls related to the reliability of the market data and determination of the weighting implied pricing concessions, including controls related to the reliability of the market data and determination of the weighting applied to the Company’s own collection history data and market data used in the estimate. We evaluated the reliability of the applied to the Company’s own collection history data and market data used in the estimate. We evaluated the reliability of the market data by considering the source and nature of the data. We evaluated the reasonableness of the weighting applied to the market data by considering the source and nature of the data. We evaluated the reasonableness of the weighting applied to the Company’s own collection history data and market data by performing sensitivity analyses over those inputs and by comparing Company’s own collection history data and market data by performing sensitivity analyses over those inputs and by comparing the Company’s overall rate of implied pricing concessions to data published by certain agencies of the federal government. the Company’s overall rate of implied pricing concessions to data published by certain agencies of the federal government. Impairment of goodwill and indefinite-lived intangible asset Impairment of goodwill and indefinite-lived intangible asset As discussed in Notes 2 and 5 to the consolidated financial statements, the Company reviews goodwill and other As discussed in Notes 2 and 5 to the consolidated financial statements, the Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that indefinite-lived intangible assets for impairment annually, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. The Company would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. The Company uses a weighted combination of the income-based and market-based approaches to determine the fair value of reporting units uses a weighted combination of the income-based and market-based approaches to determine the fair value of reporting units and an income-based model to determine the fair value of indefinite-lived intangible assets. During the first and third quarters and an income-based model to determine the fair value of indefinite-lived intangible assets. During the first and third quarters of 2022, the Company determined that triggering events occurred and the carrying values of certain reporting units within the of 2022, the Company determined that triggering events occurred and the carrying values of certain reporting units within the Alternative Credential Segment and an indefinite-lived intangible asset exceeded their fair value, resulting in goodwill Alternative Credential Segment and an indefinite-lived intangible asset exceeded their fair value, resulting in goodwill impairment charges of $79 million and indefinite-lived intangible asset impairment charges of $59 million. impairment charges of $79 million and indefinite-lived intangible asset impairment charges of $59 million. We identified the impairment of goodwill for a reporting unit within the Alternative Credential Segment and an indefinite- We identified the impairment of goodwill for a reporting unit within the Alternative Credential Segment and an indefinite- lived intangible asset as a critical audit matter. A high degree of subjectivity was required to evaluate the forecasted revenue lived intangible asset as a critical audit matter. A high degree of subjectivity was required to evaluate the forecasted revenue growth rates, including the terminal growth rate, margins and discount rate assumptions used in each of the income-based growth rates, including the terminal growth rate, margins and discount rate assumptions used in each of the income-based methodologies. Changes to these assumptions could have a substantial impact on the fair value of the reporting unit and methodologies. Changes to these assumptions could have a substantial impact on the fair value of the reporting unit and indefinite-lived intangible asset and the amount of the impairment charges. indefinite-lived intangible asset and the amount of the impairment charges. The primary procedures we performed to address this critical audit matter included the following. We tested certain internal The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s goodwill and indefinite-lived intangible asset impairment analysis process, including controls controls over the Company’s goodwill and indefinite-lived intangible asset impairment analysis process, including controls related to the forecasted revenue growth rates, including the terminal growth rate, margins and the development of the discount related to the forecasted revenue growth rates, including the terminal growth rate, margins and the development of the discount rate assumptions. We evaluated the Company’s forecasted revenue growth rates and margins by comparing them to historical rate assumptions. We evaluated the Company’s forecasted revenue growth rates and margins by comparing them to historical actual results of the Company and its peers. In addition, we involved valuation professionals with specialized skills and actual results of the Company and its peers. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in: knowledge, who assisted in: • • • • We have served as the Company’s auditor since 2013. We have served as the Company’s auditor since 2013. McLean, Virginia McLean, Virginia February 21, 2023 February 21, 2023 evaluating the Company’s discount rate assumptions by comparing the inputs to the discount rates to publicly evaluating the Company’s discount rate assumptions by comparing the inputs to the discount rates to publicly available market data and historical experience. available market data and historical experience. /s/ KPMG LLP /s/ KPMG LLP Opinion on Internal Control Over Financial Reporting Opinion on Internal Control Over Financial Reporting We have audited 2U, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, We have audited 2U, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement Schedule II - Valuation and three-year period ended December 31, 2022, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 21, 2023 expressed an unqualified opinion on those consolidated financial statements. unqualified opinion on those consolidated financial statements. Basis for Opinion Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. opinion. evaluating the Company’s terminal growth rate by comparing to publicly available market data evaluating the Company’s terminal growth rate by comparing to publicly available market data Definition and Limitations of Internal Control Over Financial Reporting Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. McLean, Virginia McLean, Virginia February 21, 2023 February 21, 2023 /s/ KPMG LLP /s/ KPMG LLP 66 66 67 67 2U, Inc.Consolidated Balance Sheets(in thousands, except share and per share amounts) December 31,2022December 31,2021Assets Current assets Cash and cash equivalents$ 167,518 $ 232,932 Restricted cash 15,060 16,977 Accounts receivable, net 62,826 67,287 Other receivables, net 33,813 29,439 Prepaid expenses and other assets 43,090 47,217 Total current assets 322,307 393,852 Other receivables, net, non-current 14,788 21,568 Property and equipment, net 45,855 48,650 Right-of-use assets 72,361 76,841 Goodwill 734,620 834,539 Intangible assets, net 549,755 665,523 Other assets, non-current 71,173 68,033 Total assets$ 1,810,859 $ 2,109,006 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses$ 110,020 $ 164,723 Deferred revenue 90,161 91,926 Lease liability 13,909 13,985 Accrued restructuring liability 6,692 1,735 Other current liabilities 58,210 61,138 Total current liabilities 278,992 333,507 Long-term debt 928,564 845,316 Deferred tax liabilities, net 282 1,726 Lease liability, non-current 99,709 98,666 Other liabilities, non-current 1,796 636 Total liabilities 1,309,343 1,279,851 Commitments and contingencies (Note 7)Stockholders’ equity Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued — — Common stock, $0.001 par value, 200,000,000 shares authorized, 78,334,666 shares issued and outstanding as of December 31, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021 78 76 Additional paid-in capital 1,700,855 1,735,628 Accumulated deficit (1,179,972) (890,638) Accumulated other comprehensive loss (19,445) (15,911) Total stockholders’ equity 501,516 829,155 Total liabilities and stockholders’ equity$ 1,810,859 $ 2,109,006 See accompanying notes to consolidated financial statements.682U, Inc.Consolidated Statements of Operations and Comprehensive Loss(in thousands, except share and per share amounts) Year Ended December 31, 202220212020Revenue$ 963,080 $ 945,682 $ 774,533 Costs and expensesCurriculum and teaching 129,886 130,817 107,968 Servicing and support 147,797 138,548 125,851 Technology and content development 190,472 179,061 155,949 Marketing and sales 422,147 456,096 390,148 General and administrative 159,418 200,054 166,741 Restructuring charges 33,239 8,544 6,811 Impairment charges 138,291 — — Total costs and expenses 1,221,250 1,113,120 953,468 Loss from operations (258,170) (167,438) (178,935) Interest income 1,165 1,475 1,354 Interest expense (62,234) (51,222) (27,317) Loss on debt extinguishment — (1,101) (11,671) Other income (expense), net (3,815) 22,324 (1,429) Loss before income taxes (323,054) (195,962) (217,998) Income tax benefit 903 1,196 1,514 Net loss$ (322,151) $ (194,766) $ (216,484) Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Other comprehensive income (loss) Foreign currency translation adjustments, net of tax of $0 for all periods presented (3,534) (6,127) (2,980) Comprehensive loss$ (325,685) $ (200,893) $ (219,464) See accompanying notes to consolidated financial statements.692U, Inc.Consolidated Balance Sheets(in thousands, except share and per share amounts) December 31,2022December 31,2021Assets Current assets Cash and cash equivalents$ 167,518 $ 232,932 Restricted cash 15,060 16,977 Accounts receivable, net 62,826 67,287 Other receivables, net 33,813 29,439 Prepaid expenses and other assets 43,090 47,217 Total current assets 322,307 393,852 Other receivables, net, non-current 14,788 21,568 Property and equipment, net 45,855 48,650 Right-of-use assets 72,361 76,841 Goodwill 734,620 834,539 Intangible assets, net 549,755 665,523 Other assets, non-current 71,173 68,033 Total assets$ 1,810,859 $ 2,109,006 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses$ 110,020 $ 164,723 Deferred revenue 90,161 91,926 Lease liability 13,909 13,985 Accrued restructuring liability 6,692 1,735 Other current liabilities 58,210 61,138 Total current liabilities 278,992 333,507 Long-term debt 928,564 845,316 Deferred tax liabilities, net 282 1,726 Lease liability, non-current 99,709 98,666 Other liabilities, non-current 1,796 636 Total liabilities 1,309,343 1,279,851 Commitments and contingencies (Note 7)Stockholders’ equity Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued — — Common stock, $0.001 par value, 200,000,000 shares authorized, 78,334,666 shares issued and outstanding as of December 31, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021 78 76 Additional paid-in capital 1,700,855 1,735,628 Accumulated deficit (1,179,972) (890,638) Accumulated other comprehensive loss (19,445) (15,911) Total stockholders’ equity 501,516 829,155 Total liabilities and stockholders’ equity$ 1,810,859 $ 2,109,006 See accompanying notes to consolidated financial statements.682U, Inc.Consolidated Statements of Operations and Comprehensive Loss(in thousands, except share and per share amounts) Year Ended December 31, 202220212020Revenue$ 963,080 $ 945,682 $ 774,533 Costs and expensesCurriculum and teaching 129,886 130,817 107,968 Servicing and support 147,797 138,548 125,851 Technology and content development 190,472 179,061 155,949 Marketing and sales 422,147 456,096 390,148 General and administrative 159,418 200,054 166,741 Restructuring charges 33,239 8,544 6,811 Impairment charges 138,291 — — Total costs and expenses 1,221,250 1,113,120 953,468 Loss from operations (258,170) (167,438) (178,935) Interest income 1,165 1,475 1,354 Interest expense (62,234) (51,222) (27,317) Loss on debt extinguishment — (1,101) (11,671) Other income (expense), net (3,815) 22,324 (1,429) Loss before income taxes (323,054) (195,962) (217,998) Income tax benefit 903 1,196 1,514 Net loss$ (322,151) $ (194,766) $ (216,484) Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Other comprehensive income (loss) Foreign currency translation adjustments, net of tax of $0 for all periods presented (3,534) (6,127) (2,980) Comprehensive loss$ (325,685) $ (200,893) $ (219,464) See accompanying notes to consolidated financial statements.69 2U, Inc.Consolidated Balance Sheets(in thousands, except share and per share amounts) December 31,2022December 31,2021Assets Current assets Cash and cash equivalents$ 167,518 $ 232,932 Restricted cash 15,060 16,977 Accounts receivable, net 62,826 67,287 Other receivables, net 33,813 29,439 Prepaid expenses and other assets 43,090 47,217 Total current assets 322,307 393,852 Other receivables, net, non-current 14,788 21,568 Property and equipment, net 45,855 48,650 Right-of-use assets 72,361 76,841 Goodwill 734,620 834,539 Intangible assets, net 549,755 665,523 Other assets, non-current 71,173 68,033 Total assets$ 1,810,859 $ 2,109,006 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses$ 110,020 $ 164,723 Deferred revenue 90,161 91,926 Lease liability 13,909 13,985 Accrued restructuring liability 6,692 1,735 Other current liabilities 58,210 61,138 Total current liabilities 278,992 333,507 Long-term debt 928,564 845,316 Deferred tax liabilities, net 282 1,726 Lease liability, non-current 99,709 98,666 Other liabilities, non-current 1,796 636 Total liabilities 1,309,343 1,279,851 Commitments and contingencies (Note 7)Stockholders’ equity Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued — — Common stock, $0.001 par value, 200,000,000 shares authorized, 78,334,666 shares issued and outstanding as of December 31, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021 78 76 Additional paid-in capital 1,700,855 1,735,628 Accumulated deficit (1,179,972) (890,638) Accumulated other comprehensive loss (19,445) (15,911) Total stockholders’ equity 501,516 829,155 Total liabilities and stockholders’ equity$ 1,810,859 $ 2,109,006 See accompanying notes to consolidated financial statements.682U, Inc.Consolidated Statements of Operations and Comprehensive Loss(in thousands, except share and per share amounts) Year Ended December 31, 202220212020Revenue$ 963,080 $ 945,682 $ 774,533 Costs and expensesCurriculum and teaching 129,886 130,817 107,968 Servicing and support 147,797 138,548 125,851 Technology and content development 190,472 179,061 155,949 Marketing and sales 422,147 456,096 390,148 General and administrative 159,418 200,054 166,741 Restructuring charges 33,239 8,544 6,811 Impairment charges 138,291 — — Total costs and expenses 1,221,250 1,113,120 953,468 Loss from operations (258,170) (167,438) (178,935) Interest income 1,165 1,475 1,354 Interest expense (62,234) (51,222) (27,317) Loss on debt extinguishment — (1,101) (11,671) Other income (expense), net (3,815) 22,324 (1,429) Loss before income taxes (323,054) (195,962) (217,998) Income tax benefit 903 1,196 1,514 Net loss$ (322,151) $ (194,766) $ (216,484) Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Other comprehensive income (loss) Foreign currency translation adjustments, net of tax of $0 for all periods presented (3,534) (6,127) (2,980) Comprehensive loss$ (325,685) $ (200,893) $ (219,464) See accompanying notes to consolidated financial statements.692U, Inc.Consolidated Balance Sheets(in thousands, except share and per share amounts) December 31,2022December 31,2021Assets Current assets Cash and cash equivalents$ 167,518 $ 232,932 Restricted cash 15,060 16,977 Accounts receivable, net 62,826 67,287 Other receivables, net 33,813 29,439 Prepaid expenses and other assets 43,090 47,217 Total current assets 322,307 393,852 Other receivables, net, non-current 14,788 21,568 Property and equipment, net 45,855 48,650 Right-of-use assets 72,361 76,841 Goodwill 734,620 834,539 Intangible assets, net 549,755 665,523 Other assets, non-current 71,173 68,033 Total assets$ 1,810,859 $ 2,109,006 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses$ 110,020 $ 164,723 Deferred revenue 90,161 91,926 Lease liability 13,909 13,985 Accrued restructuring liability 6,692 1,735 Other current liabilities 58,210 61,138 Total current liabilities 278,992 333,507 Long-term debt 928,564 845,316 Deferred tax liabilities, net 282 1,726 Lease liability, non-current 99,709 98,666 Other liabilities, non-current 1,796 636 Total liabilities 1,309,343 1,279,851 Commitments and contingencies (Note 7)Stockholders’ equity Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued — — Common stock, $0.001 par value, 200,000,000 shares authorized, 78,334,666 shares issued and outstanding as of December 31, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021 78 76 Additional paid-in capital 1,700,855 1,735,628 Accumulated deficit (1,179,972) (890,638) Accumulated other comprehensive loss (19,445) (15,911) Total stockholders’ equity 501,516 829,155 Total liabilities and stockholders’ equity$ 1,810,859 $ 2,109,006 See accompanying notes to consolidated financial statements.682U, Inc.Consolidated Statements of Operations and Comprehensive Loss(in thousands, except share and per share amounts) Year Ended December 31, 202220212020Revenue$ 963,080 $ 945,682 $ 774,533 Costs and expensesCurriculum and teaching 129,886 130,817 107,968 Servicing and support 147,797 138,548 125,851 Technology and content development 190,472 179,061 155,949 Marketing and sales 422,147 456,096 390,148 General and administrative 159,418 200,054 166,741 Restructuring charges 33,239 8,544 6,811 Impairment charges 138,291 — — Total costs and expenses 1,221,250 1,113,120 953,468 Loss from operations (258,170) (167,438) (178,935) Interest income 1,165 1,475 1,354 Interest expense (62,234) (51,222) (27,317) Loss on debt extinguishment — (1,101) (11,671) Other income (expense), net (3,815) 22,324 (1,429) Loss before income taxes (323,054) (195,962) (217,998) Income tax benefit 903 1,196 1,514 Net loss$ (322,151) $ (194,766) $ (216,484) Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Other comprehensive income (loss) Foreign currency translation adjustments, net of tax of $0 for all periods presented (3,534) (6,127) (2,980) Comprehensive loss$ (325,685) $ (200,893) $ (219,464) See accompanying notes to consolidated financial statements.69 2U, Inc.Consolidated Statements of Changes in Stockholders’ Equity(in thousands, except share amounts) Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders’ Equity SharesAmountBalance, December 31, 2019 63,569,109 $ 63 $ 1,197,379 $ (479,388) $ (6,804) $ 711,250 Issuance of common stock in connection with a public offering of common stock, net of offering costs 6,800,000 7 299,789 — — 299,796 Equity component of convertible senior notes, net of issuance costs — — 114,551 — — 114,551 Purchases of capped calls in connection with convertible senior notes — — (50,540) — — (50,540) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 1,582,362 2 (4,784) — — (4,782) Exercise of stock options 353,480 — 4,177 — — 4,177 Issuance of common stock in connection with employee stock purchase plan 146,570 — 3,960 3,960 Stock-based compensation expense — — 82,042 — — 82,042 Net loss — — — (216,484) — (216,484) Foreign currency translation adjustment — — — — (2,980) (2,980) Balance, December 31, 2020 72,451,521 72 1,646,574 (695,872) (9,784) 940,990 Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,839,887 4 (18,784) — — (18,780) Exercise of stock options 312,570 — 6,489 — — 6,489 Issuance of common stock in connection with employee stock purchase plan 150,685 — 3,583 — — 3,583 Stock-based compensation expense — — 97,766 — — 97,766 Net loss — — — (194,766) — (194,766) Foreign currency translation adjustment — — — — (6,127) (6,127) Balance, December 31, 2021 75,754,663 76 1,735,628 (890,638) (15,911) 829,155 Cumulative effect of adoption of ASU No. 2020-06, net of taxes — — (114,551) 32,817 — (81,734) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,118,999 2 (2,852) — — (2,850) Exercise of stock options, net 324,965 — 1,128 — — 1,128 Issuance of common stock in connection with employee stock purchase plan 136,039 — 1,282 — — 1,282 Stock-based compensation expense — — 80,220 — — 80,220 Net loss — — — (322,151) — (322,151) Foreign currency translation adjustment — — — — (3,534) (3,534) Balance, December 31, 2022 78,334,666 $ 78 $ 1,700,855 $ (1,179,972) $ (19,445) $ 501,516 See accompanying notes to consolidated financial statements.702U, Inc.Consolidated Statements of Cash Flows(in thousands) Year Ended December 31, 202220212020Cash flows from operating activities Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Non-cash interest expense 19,835 25,403 16,267 Depreciation and amortization expense 128,153 108,448 96,469 Stock-based compensation expense 80,220 97,766 82,042 Non-cash lease expense 21,020 18,933 15,153 Restructuring 9,555 5,014 283 Provision for credit losses 8,610 8,036 4,642 Impairment charges 138,291 — — Loss on debt extinguishment — 1,101 11,671 Gain on sale of investment — (27,762) — Other 5,443 2,515 1,443 Changes in operating assets and liabilities, net of assets and liabilities acquired: Accounts receivable, net (3,041) (31,756) (17,877) Other receivables (517) (27,001) (21,148) Prepaid expenses and other assets 4,833 (7,636) (5,513) Accounts payable and accrued expenses (42,735) 21,212 41,959 Deferred revenue 5,326 9,388 26,061 Other liabilities, net (41,915) (26,969) (5,364) Net cash provided by (used in) operating activities 10,927 (18,074) 29,604 Cash flows from investing activities Purchase of a business, net of cash acquired 5,010 (761,118) (949) Additions of amortizable intangible assets (62,445) (60,546) (62,784) Purchases of property and equipment (11,755) (9,788) (6,517) Purchase of investments — (1,000) — Proceeds from investments — 38,818 — Advances made to university clients (310) — — Advances repaid by university clients 200 200 925 Other (50) — — Net cash used in investing activities (69,350) (793,434) (69,325) Cash flows from financing activities Proceeds from issuance of common stock, net of offering costs — — 299,796 Proceeds from debt 696 569,477 371,681 Payments on debt (7,181) (4,334) (837) Extinguishment of long-term facility — — (250,000) Purchases of capped calls in connection with issuance of convertible senior notes — — (50,540) Prepayment premium on extinguishment of senior secured term loan facility — — (2,528) Payment of debt issuance costs — (11,575) (3,419) Tax withholding payments associated with settlement of restricted stock units (2,850) (18,780) (4,784) Proceeds from exercise of stock options 1,128 6,489 4,177 Proceeds from employee stock purchase plan share purchases 1,282 3,583 3,960 Net cash (used in) provided by financing activities (6,925) 544,860 367,506 Effect of exchange rate changes on cash (1,983) (2,309) 1,212 Net (decrease) increase in cash, cash equivalents and restricted cash (67,331) (268,957) 328,997 Cash, cash equivalents and restricted cash, beginning of period 249,909 518,866 189,869 Cash, cash equivalents and restricted cash, end of period$ 182,578 $ 249,909 $ 518,866 See accompanying notes to consolidated financial statements.712U, Inc.Consolidated Statements of Changes in Stockholders’ Equity(in thousands, except share amounts) Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders’ Equity SharesAmountBalance, December 31, 2019 63,569,109 $ 63 $ 1,197,379 $ (479,388) $ (6,804) $ 711,250 Issuance of common stock in connection with a public offering of common stock, net of offering costs 6,800,000 7 299,789 — — 299,796 Equity component of convertible senior notes, net of issuance costs — — 114,551 — — 114,551 Purchases of capped calls in connection with convertible senior notes — — (50,540) — — (50,540) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 1,582,362 2 (4,784) — — (4,782) Exercise of stock options 353,480 — 4,177 — — 4,177 Issuance of common stock in connection with employee stock purchase plan 146,570 — 3,960 3,960 Stock-based compensation expense — — 82,042 — — 82,042 Net loss — — — (216,484) — (216,484) Foreign currency translation adjustment — — — — (2,980) (2,980) Balance, December 31, 2020 72,451,521 72 1,646,574 (695,872) (9,784) 940,990 Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,839,887 4 (18,784) — — (18,780) Exercise of stock options 312,570 — 6,489 — — 6,489 Issuance of common stock in connection with employee stock purchase plan 150,685 — 3,583 — — 3,583 Stock-based compensation expense — — 97,766 — — 97,766 Net loss — — — (194,766) — (194,766) Foreign currency translation adjustment — — — — (6,127) (6,127) Balance, December 31, 2021 75,754,663 76 1,735,628 (890,638) (15,911) 829,155 Cumulative effect of adoption of ASU No. 2020-06, net of taxes — — (114,551) 32,817 — (81,734) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,118,999 2 (2,852) — — (2,850) Exercise of stock options, net 324,965 — 1,128 — — 1,128 Issuance of common stock in connection with employee stock purchase plan 136,039 — 1,282 — — 1,282 Stock-based compensation expense — — 80,220 — — 80,220 Net loss — — — (322,151) — (322,151) Foreign currency translation adjustment — — — — (3,534) (3,534) Balance, December 31, 2022 78,334,666 $ 78 $ 1,700,855 $ (1,179,972) $ (19,445) $ 501,516 See accompanying notes to consolidated financial statements.702U, Inc.Consolidated Statements of Cash Flows(in thousands) Year Ended December 31, 202220212020Cash flows from operating activities Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Non-cash interest expense 19,835 25,403 16,267 Depreciation and amortization expense 128,153 108,448 96,469 Stock-based compensation expense 80,220 97,766 82,042 Non-cash lease expense 21,020 18,933 15,153 Restructuring 9,555 5,014 283 Provision for credit losses 8,610 8,036 4,642 Impairment charges 138,291 — — Loss on debt extinguishment — 1,101 11,671 Gain on sale of investment — (27,762) — Other 5,443 2,515 1,443 Changes in operating assets and liabilities, net of assets and liabilities acquired: Accounts receivable, net (3,041) (31,756) (17,877) Other receivables (517) (27,001) (21,148) Prepaid expenses and other assets 4,833 (7,636) (5,513) Accounts payable and accrued expenses (42,735) 21,212 41,959 Deferred revenue 5,326 9,388 26,061 Other liabilities, net (41,915) (26,969) (5,364) Net cash provided by (used in) operating activities 10,927 (18,074) 29,604 Cash flows from investing activities Purchase of a business, net of cash acquired 5,010 (761,118) (949) Additions of amortizable intangible assets (62,445) (60,546) (62,784) Purchases of property and equipment (11,755) (9,788) (6,517) Purchase of investments — (1,000) — Proceeds from investments — 38,818 — Advances made to university clients (310) — — Advances repaid by university clients 200 200 925 Other (50) — — Net cash used in investing activities (69,350) (793,434) (69,325) Cash flows from financing activities Proceeds from issuance of common stock, net of offering costs — — 299,796 Proceeds from debt 696 569,477 371,681 Payments on debt (7,181) (4,334) (837) Extinguishment of long-term facility — — (250,000) Purchases of capped calls in connection with issuance of convertible senior notes — — (50,540) Prepayment premium on extinguishment of senior secured term loan facility — — (2,528) Payment of debt issuance costs — (11,575) (3,419) Tax withholding payments associated with settlement of restricted stock units (2,850) (18,780) (4,784) Proceeds from exercise of stock options 1,128 6,489 4,177 Proceeds from employee stock purchase plan share purchases 1,282 3,583 3,960 Net cash (used in) provided by financing activities (6,925) 544,860 367,506 Effect of exchange rate changes on cash (1,983) (2,309) 1,212 Net (decrease) increase in cash, cash equivalents and restricted cash (67,331) (268,957) 328,997 Cash, cash equivalents and restricted cash, beginning of period 249,909 518,866 189,869 Cash, cash equivalents and restricted cash, end of period$ 182,578 $ 249,909 $ 518,866 See accompanying notes to consolidated financial statements.71 2U, Inc.Consolidated Statements of Changes in Stockholders’ Equity(in thousands, except share amounts) Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders’ Equity SharesAmountBalance, December 31, 2019 63,569,109 $ 63 $ 1,197,379 $ (479,388) $ (6,804) $ 711,250 Issuance of common stock in connection with a public offering of common stock, net of offering costs 6,800,000 7 299,789 — — 299,796 Equity component of convertible senior notes, net of issuance costs — — 114,551 — — 114,551 Purchases of capped calls in connection with convertible senior notes — — (50,540) — — (50,540) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 1,582,362 2 (4,784) — — (4,782) Exercise of stock options 353,480 — 4,177 — — 4,177 Issuance of common stock in connection with employee stock purchase plan 146,570 — 3,960 3,960 Stock-based compensation expense — — 82,042 — — 82,042 Net loss — — — (216,484) — (216,484) Foreign currency translation adjustment — — — — (2,980) (2,980) Balance, December 31, 2020 72,451,521 72 1,646,574 (695,872) (9,784) 940,990 Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,839,887 4 (18,784) — — (18,780) Exercise of stock options 312,570 — 6,489 — — 6,489 Issuance of common stock in connection with employee stock purchase plan 150,685 — 3,583 — — 3,583 Stock-based compensation expense — — 97,766 — — 97,766 Net loss — — — (194,766) — (194,766) Foreign currency translation adjustment — — — — (6,127) (6,127) Balance, December 31, 2021 75,754,663 76 1,735,628 (890,638) (15,911) 829,155 Cumulative effect of adoption of ASU No. 2020-06, net of taxes — — (114,551) 32,817 — (81,734) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,118,999 2 (2,852) — — (2,850) Exercise of stock options, net 324,965 — 1,128 — — 1,128 Issuance of common stock in connection with employee stock purchase plan 136,039 — 1,282 — — 1,282 Stock-based compensation expense — — 80,220 — — 80,220 Net loss — — — (322,151) — (322,151) Foreign currency translation adjustment — — — — (3,534) (3,534) Balance, December 31, 2022 78,334,666 $ 78 $ 1,700,855 $ (1,179,972) $ (19,445) $ 501,516 See accompanying notes to consolidated financial statements.702U, Inc.Consolidated Statements of Cash Flows(in thousands) Year Ended December 31, 202220212020Cash flows from operating activities Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Non-cash interest expense 19,835 25,403 16,267 Depreciation and amortization expense 128,153 108,448 96,469 Stock-based compensation expense 80,220 97,766 82,042 Non-cash lease expense 21,020 18,933 15,153 Restructuring 9,555 5,014 283 Provision for credit losses 8,610 8,036 4,642 Impairment charges 138,291 — — Loss on debt extinguishment — 1,101 11,671 Gain on sale of investment — (27,762) — Other 5,443 2,515 1,443 Changes in operating assets and liabilities, net of assets and liabilities acquired: Accounts receivable, net (3,041) (31,756) (17,877) Other receivables (517) (27,001) (21,148) Prepaid expenses and other assets 4,833 (7,636) (5,513) Accounts payable and accrued expenses (42,735) 21,212 41,959 Deferred revenue 5,326 9,388 26,061 Other liabilities, net (41,915) (26,969) (5,364) Net cash provided by (used in) operating activities 10,927 (18,074) 29,604 Cash flows from investing activities Purchase of a business, net of cash acquired 5,010 (761,118) (949) Additions of amortizable intangible assets (62,445) (60,546) (62,784) Purchases of property and equipment (11,755) (9,788) (6,517) Purchase of investments — (1,000) — Proceeds from investments — 38,818 — Advances made to university clients (310) — — Advances repaid by university clients 200 200 925 Other (50) — — Net cash used in investing activities (69,350) (793,434) (69,325) Cash flows from financing activities Proceeds from issuance of common stock, net of offering costs — — 299,796 Proceeds from debt 696 569,477 371,681 Payments on debt (7,181) (4,334) (837) Extinguishment of long-term facility — — (250,000) Purchases of capped calls in connection with issuance of convertible senior notes — — (50,540) Prepayment premium on extinguishment of senior secured term loan facility — — (2,528) Payment of debt issuance costs — (11,575) (3,419) Tax withholding payments associated with settlement of restricted stock units (2,850) (18,780) (4,784) Proceeds from exercise of stock options 1,128 6,489 4,177 Proceeds from employee stock purchase plan share purchases 1,282 3,583 3,960 Net cash (used in) provided by financing activities (6,925) 544,860 367,506 Effect of exchange rate changes on cash (1,983) (2,309) 1,212 Net (decrease) increase in cash, cash equivalents and restricted cash (67,331) (268,957) 328,997 Cash, cash equivalents and restricted cash, beginning of period 249,909 518,866 189,869 Cash, cash equivalents and restricted cash, end of period$ 182,578 $ 249,909 $ 518,866 See accompanying notes to consolidated financial statements.712U, Inc.Consolidated Statements of Changes in Stockholders’ Equity(in thousands, except share amounts) Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive LossTotal Stockholders’ Equity SharesAmountBalance, December 31, 2019 63,569,109 $ 63 $ 1,197,379 $ (479,388) $ (6,804) $ 711,250 Issuance of common stock in connection with a public offering of common stock, net of offering costs 6,800,000 7 299,789 — — 299,796 Equity component of convertible senior notes, net of issuance costs — — 114,551 — — 114,551 Purchases of capped calls in connection with convertible senior notes — — (50,540) — — (50,540) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 1,582,362 2 (4,784) — — (4,782) Exercise of stock options 353,480 — 4,177 — — 4,177 Issuance of common stock in connection with employee stock purchase plan 146,570 — 3,960 3,960 Stock-based compensation expense — — 82,042 — — 82,042 Net loss — — — (216,484) — (216,484) Foreign currency translation adjustment — — — — (2,980) (2,980) Balance, December 31, 2020 72,451,521 72 1,646,574 (695,872) (9,784) 940,990 Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,839,887 4 (18,784) — — (18,780) Exercise of stock options 312,570 — 6,489 — — 6,489 Issuance of common stock in connection with employee stock purchase plan 150,685 — 3,583 — — 3,583 Stock-based compensation expense — — 97,766 — — 97,766 Net loss — — — (194,766) — (194,766) Foreign currency translation adjustment — — — — (6,127) (6,127) Balance, December 31, 2021 75,754,663 76 1,735,628 (890,638) (15,911) 829,155 Cumulative effect of adoption of ASU No. 2020-06, net of taxes — — (114,551) 32,817 — (81,734) Issuance of common stock in connection with settlement of restricted stock units, net of withholdings 2,118,999 2 (2,852) — — (2,850) Exercise of stock options, net 324,965 — 1,128 — — 1,128 Issuance of common stock in connection with employee stock purchase plan 136,039 — 1,282 — — 1,282 Stock-based compensation expense — — 80,220 — — 80,220 Net loss — — — (322,151) — (322,151) Foreign currency translation adjustment — — — — (3,534) (3,534) Balance, December 31, 2022 78,334,666 $ 78 $ 1,700,855 $ (1,179,972) $ (19,445) $ 501,516 See accompanying notes to consolidated financial statements.702U, Inc.Consolidated Statements of Cash Flows(in thousands) Year Ended December 31, 202220212020Cash flows from operating activities Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Non-cash interest expense 19,835 25,403 16,267 Depreciation and amortization expense 128,153 108,448 96,469 Stock-based compensation expense 80,220 97,766 82,042 Non-cash lease expense 21,020 18,933 15,153 Restructuring 9,555 5,014 283 Provision for credit losses 8,610 8,036 4,642 Impairment charges 138,291 — — Loss on debt extinguishment — 1,101 11,671 Gain on sale of investment — (27,762) — Other 5,443 2,515 1,443 Changes in operating assets and liabilities, net of assets and liabilities acquired: Accounts receivable, net (3,041) (31,756) (17,877) Other receivables (517) (27,001) (21,148) Prepaid expenses and other assets 4,833 (7,636) (5,513) Accounts payable and accrued expenses (42,735) 21,212 41,959 Deferred revenue 5,326 9,388 26,061 Other liabilities, net (41,915) (26,969) (5,364) Net cash provided by (used in) operating activities 10,927 (18,074) 29,604 Cash flows from investing activities Purchase of a business, net of cash acquired 5,010 (761,118) (949) Additions of amortizable intangible assets (62,445) (60,546) (62,784) Purchases of property and equipment (11,755) (9,788) (6,517) Purchase of investments — (1,000) — Proceeds from investments — 38,818 — Advances made to university clients (310) — — Advances repaid by university clients 200 200 925 Other (50) — — Net cash used in investing activities (69,350) (793,434) (69,325) Cash flows from financing activities Proceeds from issuance of common stock, net of offering costs — — 299,796 Proceeds from debt 696 569,477 371,681 Payments on debt (7,181) (4,334) (837) Extinguishment of long-term facility — — (250,000) Purchases of capped calls in connection with issuance of convertible senior notes — — (50,540) Prepayment premium on extinguishment of senior secured term loan facility — — (2,528) Payment of debt issuance costs — (11,575) (3,419) Tax withholding payments associated with settlement of restricted stock units (2,850) (18,780) (4,784) Proceeds from exercise of stock options 1,128 6,489 4,177 Proceeds from employee stock purchase plan share purchases 1,282 3,583 3,960 Net cash (used in) provided by financing activities (6,925) 544,860 367,506 Effect of exchange rate changes on cash (1,983) (2,309) 1,212 Net (decrease) increase in cash, cash equivalents and restricted cash (67,331) (268,957) 328,997 Cash, cash equivalents and restricted cash, beginning of period 249,909 518,866 189,869 Cash, cash equivalents and restricted cash, end of period$ 182,578 $ 249,909 $ 518,866 See accompanying notes to consolidated financial statements.71 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 1. 1. Organization Organization 2U, Inc. (together with its subsidiaries, the “Company”) is a leading online education platform company. The Company’s 2U, Inc. (together with its subsidiaries, the “Company”) is a leading online education platform company. The Company’s mission expand access to, high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit mission expand access to, high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their educational offerings online at scale. Through edX, its education consumer marketplace with 48 million registered learners, the educational offerings online at scale. Through edX, its education consumer marketplace with 48 million registered learners, the Company hosts a comprehensive range of education offerings, from free courses to degree programs. Company hosts a comprehensive range of education offerings, from free courses to degree programs. The Company serves more than 230 top-ranked global universities and other leading organizations and, together, it offers The Company serves more than 230 top-ranked global universities and other leading organizations and, together, it offers more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro-credentials, professional certificates as well as undergraduate and graduate degree programs. The Company’s offerings micro-credentials, professional certificates as well as undergraduate and graduate degree programs. The Company’s offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of the offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term Many of the offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. The Company’s platform provides its clients with the digital infrastructure to launch world- professional and educational goals. The Company’s platform provides its clients with the digital infrastructure to launch world- class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location. cost or location. The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s Degree Program Segment provides the technology and services to nonprofit colleges and universities to The Company’s Degree Program Segment provides the technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. graduate degree of the same quality they would receive on campus. The Company’s Alternative Credential Segment provides premium online open courses, executive education programs, The Company’s Alternative Credential Segment provides premium online open courses, executive education programs, technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, the Company also sells to organizations and institutions, including employers, non-profits, governments directly to individuals, the Company also sells to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces. and governmental entities to enable upskilling and reskilling of their workforces. 2. 2. Significant Accounting Policies Significant Accounting Policies Basis of Presentation and Principles of Consolidation Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) subsidiaries and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the assets, liabilities, results of operations and cash flows of the Company. All significant intercompany accounts and include the assets, liabilities, results of operations and cash flows of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. and transactions have been eliminated in consolidation. Reclassifications Reclassifications The Company has reclassified prior period amounts to conform to the current period’s presentation of restructuring The Company has reclassified prior period amounts to conform to the current period’s presentation of restructuring charges. On the consolidated balance sheet, the Company reclassified $1.7 million from accounts payable and accrued liabilities charges. On the consolidated balance sheet, the Company reclassified $1.7 million from accounts payable and accrued liabilities to accrued restructuring liability. On the consolidated statement of operations, the Company reclassified $8.5 million and $6.8 to accrued restructuring liability. On the consolidated statement of operations, the Company reclassified $8.5 million and $6.8 million from general and administrative expense to restructuring charges for the years ended December 31, 2021, and 2020, million from general and administrative expense to restructuring charges for the years ended December 31, 2021, and 2020, respectively. On the consolidated statement of cash flows, the Company reclassified $0.2 million and $0.3 million from changes respectively. On the consolidated statement of cash flows, the Company reclassified $0.2 million and $0.3 million from changes in prepaid expenses and other assets to restructuring for the years ended December 31, 2021, and 2020, respectively. This in prepaid expenses and other assets to restructuring for the years ended December 31, 2021, and 2020, respectively. This reclassification had no impact on previously reported operating cash flows for either period. reclassification had no impact on previously reported operating cash flows for either period. Use of Estimates Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making estimates, actual results and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. on an ongoing basis. Revenue Recognition, Receivables and Provision for Credit Losses Revenue Recognition, Receivables and Provision for Credit Losses The Company generates substantially all of its revenue from contractual arrangements, with either its university clients or The Company generates substantially all of its revenue from contractual arrangements, with either its university clients or students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support its students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support its offerings. offerings. Performance Obligations Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a value method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. cumulative catch-up method. The Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts the The Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts the Company’s university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card Company’s university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other specified charges the Company has agreed to exclude in certain university contracts. The Company’s contracts fees and other specified charges the Company has agreed to exclude in certain university contracts. The Company’s contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for the Company’s expected obligation to refund tuition and Revenue is recognized net of an allowance, which is established for the Company’s expected obligation to refund tuition and fees to university clients. fees to university clients. The Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to The Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to enroll in, and progress through, the Company’s executive education programs and boot camps. The Company’s executive enroll in, and progress through, the Company’s executive education programs and boot camps. The Company’s executive education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks. In this segment, the education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks. In this segment, the Company’s contracts with students include the delivery of the educational and related student support services and are treated Company’s contracts with students include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. The Company recognizes the proceeds received, net of any applicable pricing first day of the course through the last. The Company recognizes the proceeds received, net of any applicable pricing concessions, from the students enrolled and shares contractually specified amounts received from students with the associated concessions, from the students enrolled and shares contractually specified amounts received from students with the associated university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching expenses on the Company’s consolidated statements of operations and comprehensive recognized as curriculum and teaching expenses on the Company’s consolidated statements of operations and comprehensive loss. The Company’s contracts with university clients in this segment are typically shorter and less restrictive than the loss. The Company’s contracts with university clients in this segment are typically shorter and less restrictive than the Company’s contracts with university clients in the Degree Program Segment. Company’s contracts with university clients in the Degree Program Segment. The Company does not disclose the value of unsatisfied performance obligations for the Degree Program Segment because The Company does not disclose the value of unsatisfied performance obligations for the Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. The Company does not disclose the value of unsatisfied performance obligations for the Alternative performance obligation. The Company does not disclose the value of unsatisfied performance obligations for the Alternative Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. 72 72 73 73 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 1. 1. Organization Organization 2U, Inc. (together with its subsidiaries, the “Company”) is a leading online education platform company. The Company’s 2U, Inc. (together with its subsidiaries, the “Company”) is a leading online education platform company. The Company’s mission expand access to, high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit mission expand access to, high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their educational offerings online at scale. Through edX, its education consumer marketplace with 48 million registered learners, the educational offerings online at scale. Through edX, its education consumer marketplace with 48 million registered learners, the Company hosts a comprehensive range of education offerings, from free courses to degree programs. Company hosts a comprehensive range of education offerings, from free courses to degree programs. The Company serves more than 230 top-ranked global universities and other leading organizations and, together, it offers The Company serves more than 230 top-ranked global universities and other leading organizations and, together, it offers more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro-credentials, professional certificates as well as undergraduate and graduate degree programs. The Company’s offerings micro-credentials, professional certificates as well as undergraduate and graduate degree programs. The Company’s offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of the offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term Many of the offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. The Company’s platform provides its clients with the digital infrastructure to launch world- professional and educational goals. The Company’s platform provides its clients with the digital infrastructure to launch world- class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of cost or location. cost or location. The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s Degree Program Segment provides the technology and services to nonprofit colleges and universities to The Company’s Degree Program Segment provides the technology and services to nonprofit colleges and universities to enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or enable the online delivery of degree programs. Students enrolled in these programs are generally seeking an undergraduate or graduate degree of the same quality they would receive on campus. graduate degree of the same quality they would receive on campus. The Company’s Alternative Credential Segment provides premium online open courses, executive education programs, The Company’s Alternative Credential Segment provides premium online open courses, executive education programs, technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities technical, skills-based boot camps and micro-credential programs through relationships with nonprofit colleges and universities and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career and other leading organizations. Students enrolled in these offerings are generally seeking to reskill or upskill for career advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings advancement or personal development through shorter duration, lower-priced offerings. In addition to selling these offerings directly to individuals, the Company also sells to organizations and institutions, including employers, non-profits, governments directly to individuals, the Company also sells to organizations and institutions, including employers, non-profits, governments and governmental entities to enable upskilling and reskilling of their workforces. and governmental entities to enable upskilling and reskilling of their workforces. 2. 2. Significant Accounting Policies Significant Accounting Policies Basis of Presentation and Principles of Consolidation Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) subsidiaries and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the assets, liabilities, results of operations and cash flows of the Company. All significant intercompany accounts and include the assets, liabilities, results of operations and cash flows of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. and transactions have been eliminated in consolidation. Reclassifications Reclassifications The Company has reclassified prior period amounts to conform to the current period’s presentation of restructuring The Company has reclassified prior period amounts to conform to the current period’s presentation of restructuring charges. On the consolidated balance sheet, the Company reclassified $1.7 million from accounts payable and accrued liabilities charges. On the consolidated balance sheet, the Company reclassified $1.7 million from accounts payable and accrued liabilities to accrued restructuring liability. On the consolidated statement of operations, the Company reclassified $8.5 million and $6.8 to accrued restructuring liability. On the consolidated statement of operations, the Company reclassified $8.5 million and $6.8 million from general and administrative expense to restructuring charges for the years ended December 31, 2021, and 2020, million from general and administrative expense to restructuring charges for the years ended December 31, 2021, and 2020, respectively. On the consolidated statement of cash flows, the Company reclassified $0.2 million and $0.3 million from changes respectively. On the consolidated statement of cash flows, the Company reclassified $0.2 million and $0.3 million from changes in prepaid expenses and other assets to restructuring for the years ended December 31, 2021, and 2020, respectively. This in prepaid expenses and other assets to restructuring for the years ended December 31, 2021, and 2020, respectively. This reclassification had no impact on previously reported operating cash flows for either period. reclassification had no impact on previously reported operating cash flows for either period. Use of Estimates Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items historical experience and on various other factors that it believes to be reasonable under the circumstances. Significant items subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price subject to such estimates include, but are not limited to, the measurement of provisions for credit losses, implied price concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, concessions, acquired intangible assets, the recoverability of goodwill and indefinite-lived intangible assets, deferred tax assets, and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making estimates, actual results and the fair value of the convertible senior notes. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. on an ongoing basis. Revenue Recognition, Receivables and Provision for Credit Losses Revenue Recognition, Receivables and Provision for Credit Losses The Company generates substantially all of its revenue from contractual arrangements, with either its university clients or The Company generates substantially all of its revenue from contractual arrangements, with either its university clients or students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support its students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support its offerings. offerings. Performance Obligations Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a value method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. cumulative catch-up method. The Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts the The Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts the Company’s university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card Company’s university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other specified charges the Company has agreed to exclude in certain university contracts. The Company’s contracts fees and other specified charges the Company has agreed to exclude in certain university contracts. The Company’s contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for the Company’s expected obligation to refund tuition and Revenue is recognized net of an allowance, which is established for the Company’s expected obligation to refund tuition and fees to university clients. fees to university clients. The Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to The Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to enroll in, and progress through, the Company’s executive education programs and boot camps. The Company’s executive enroll in, and progress through, the Company’s executive education programs and boot camps. The Company’s executive education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks. In this segment, the education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks. In this segment, the Company’s contracts with students include the delivery of the educational and related student support services and are treated Company’s contracts with students include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. The Company recognizes the proceeds received, net of any applicable pricing first day of the course through the last. The Company recognizes the proceeds received, net of any applicable pricing concessions, from the students enrolled and shares contractually specified amounts received from students with the associated concessions, from the students enrolled and shares contractually specified amounts received from students with the associated university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching expenses on the Company’s consolidated statements of operations and comprehensive recognized as curriculum and teaching expenses on the Company’s consolidated statements of operations and comprehensive loss. The Company’s contracts with university clients in this segment are typically shorter and less restrictive than the loss. The Company’s contracts with university clients in this segment are typically shorter and less restrictive than the Company’s contracts with university clients in the Degree Program Segment. Company’s contracts with university clients in the Degree Program Segment. The Company does not disclose the value of unsatisfied performance obligations for the Degree Program Segment because The Company does not disclose the value of unsatisfied performance obligations for the Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. The Company does not disclose the value of unsatisfied performance obligations for the Alternative performance obligation. The Company does not disclose the value of unsatisfied performance obligations for the Alternative Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. 72 72 73 73 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. Contract Acquisition Costs Contract Acquisition Costs Stock-Based Compensation Stock-Based Compensation The Company pays commissions to certain of its employees to obtain contracts with university clients in the Degree The Company pays commissions to certain of its employees to obtain contracts with university clients in the Degree The Company provides stock-based compensation awards consisting of restricted stock units (“RSUs”), performance The Company provides stock-based compensation awards consisting of restricted stock units (“RSUs”), performance Program Segment. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line Program Segment. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line method over the expected life, which is generally the length of the contract. method over the expected life, which is generally the length of the contract. With respect to contract acquisition costs in the Alternative Credential Segment, the Company has elected to apply the With respect to contract acquisition costs in the Alternative Credential Segment, the Company has elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 to expense these costs as incurred, as the terms of practical expedient in Accounting Standards Codification (“ASC”) Topic 606 to expense these costs as incurred, as the terms of contracts with students in this segment are less than one year. contracts with students in this segment are less than one year. Payments to University Clients Payments to University Clients Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to make, payments to university clients at either the execution of a contract or at the extension of a contract in exchange for make, payments to university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. or when contract revenue recognition begins. Receivables, Contract Assets and Liabilities Receivables, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net, and deferred revenue on Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net, and deferred revenue on the Company’s consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised the Company’s consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. The Company’s trade accounts receivable balances have terms of less than one year. Accounts of billed and unbilled revenue. The Company’s trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. The Company’s methodology to measure the receivable, net is stated at amortized cost net of provision for credit losses. The Company’s methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. The Company’s estimates are reviewed and revised periodically based on the ongoing customer classes or individual customers. The Company’s estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. from prior estimates. The Company recognizes unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is The Company recognizes unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in the Degree Program Segment because billings to university clients do not occur until after the academic term has recognized in the Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. The Company’s unbilled revenue represents contract assets. commenced and final enrollment information is available. The Company’s unbilled revenue represents contract assets. Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These plans, which are managed and serviced by students enrolled in certain of the Company’s alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. any time value of money component. There are no fees or origination costs included in these receivables. Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the information. Derecognition of a tax position that was previously recognized would occur if the Company subsequently information. Derecognition of a tax position that was previously recognized would occur if the Company subsequently Company’s consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such Company’s consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on the Company’s consolidated balance sheets. The Company’s deferred revenue amounts are reflected as a current liability on the Company’s consolidated balance sheets. The Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. time revenue is recognized. Marketing and Sales Costs Marketing and Sales Costs The Company’s marketing and sales costs relate to activities to attract students to offerings across both of the Company’s The Company’s marketing and sales costs relate to activities to attract students to offerings across both of the Company’s segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as well as personnel and personnel-related expense for the Company’s marketing and recruiting teams. For the years ended well as personnel and personnel-related expense for the Company’s marketing and recruiting teams. For the years ended December 31, 2022, 2021 and 2020, expense related to the Company’s marketing and advertising efforts of its own brand were December 31, 2022, 2021 and 2020, expense related to the Company’s marketing and advertising efforts of its own brand were not material. All such costs are expensed as incurred and reported in marketing and sales expense on the Company’s not material. All such costs are expensed as incurred and reported in marketing and sales expense on the Company’s consolidated statements of operations and comprehensive loss. consolidated statements of operations and comprehensive loss. 74 74 75 75 restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. The Company measures all stock- restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. The Company measures all stock- based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance- based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance- based vesting conditions are based on the fair value of the Company’s stock on the date of grant. The Company uses a Monte based vesting conditions are based on the fair value of the Company’s stock on the date of grant. The Company uses a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions and uses a Black- Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions and uses a Black- Scholes option pricing model to measure the fair value of stock option grants. The Company also maintains the 2017 Employee Scholes option pricing model to measure the fair value of stock option grants. The Company also maintains the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimates the fair value of each purchase right thereunder as of the grant date using a Stock Purchase Plan (the “ESPP”) and estimates the fair value of each purchase right thereunder as of the grant date using a Black-Scholes option pricing model. Black-Scholes option pricing model. For awards subject only to service-based vesting conditions, the Company recognizes stock-based compensation expense For awards subject only to service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the awards’ requisite service period. For awards subject to both service and performance-based on a straight-line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method over the conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method over the requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense being recognized irrespective of the achievement of the market condition. The Company accounts for compensation expense being recognized irrespective of the achievement of the market condition. The Company accounts for forfeitures as they occur. For shares subject to the ESPP, the Company uses the straight-line method to record stock-based forfeitures as they occur. For shares subject to the ESPP, the Company uses the straight-line method to record stock-based compensation expense over the respective offering period. compensation expense over the respective offering period. Refer to Note 13 for further information about the Company’s stock-based compensation awards. Refer to Note 13 for further information about the Company’s stock-based compensation awards. Income Taxes Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that are included in the financial statements. Under this and liabilities for the expected future tax consequences of events that are included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statement and tax method, the deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of the assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. bases of the assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, rate is enacted. Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company considers when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company considers all positive and negative evidence relating to the realization of the deferred tax assets in assessing the need for a valuation all positive and negative evidence relating to the realization of the deferred tax assets in assessing the need for a valuation allowance. The Company currently maintains a full valuation allowance against deferred tax assets in the U.S. and certain allowance. The Company currently maintains a full valuation allowance against deferred tax assets in the U.S. and certain entities in the foreign jurisdictions. entities in the foreign jurisdictions. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more more likely than not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant determines that a tax position no longer meets the more likely than not threshold of being sustained. The Company recognizes determines that a tax position no longer meets the more likely than not threshold of being sustained. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations and comprehensive loss. operations and comprehensive loss. Cash and Cash Equivalents Cash and Cash Equivalents of purchase of three months or less. of purchase of three months or less. Restricted Cash Restricted Cash Cash and cash equivalents consist of bank checking accounts, money market accounts, investments in certificates of Cash and cash equivalents consist of bank checking accounts, money market accounts, investments in certificates of deposit that have an original maturity of three months or less and highly liquid marketable securities with maturities at the time deposit that have an original maturity of three months or less and highly liquid marketable securities with maturities at the time The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations. connection with the deferred government grant obligations. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Contract Acquisition Costs Contract Acquisition Costs Stock-Based Compensation Stock-Based Compensation The Company pays commissions to certain of its employees to obtain contracts with university clients in the Degree The Company pays commissions to certain of its employees to obtain contracts with university clients in the Degree Program Segment. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line Program Segment. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line method over the expected life, which is generally the length of the contract. method over the expected life, which is generally the length of the contract. With respect to contract acquisition costs in the Alternative Credential Segment, the Company has elected to apply the With respect to contract acquisition costs in the Alternative Credential Segment, the Company has elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 to expense these costs as incurred, as the terms of practical expedient in Accounting Standards Codification (“ASC”) Topic 606 to expense these costs as incurred, as the terms of contracts with students in this segment are less than one year. contracts with students in this segment are less than one year. Payments to University Clients Payments to University Clients Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to make, payments to university clients at either the execution of a contract or at the extension of a contract in exchange for make, payments to university clients at either the execution of a contract or at the extension of a contract in exchange for various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. or when contract revenue recognition begins. Receivables, Contract Assets and Liabilities Receivables, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net, and deferred revenue on Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net, and deferred revenue on the Company’s consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised the Company’s consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. The Company’s trade accounts receivable balances have terms of less than one year. Accounts of billed and unbilled revenue. The Company’s trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. The Company’s methodology to measure the receivable, net is stated at amortized cost net of provision for credit losses. The Company’s methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. The Company’s estimates are reviewed and revised periodically based on the ongoing customer classes or individual customers. The Company’s estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. from prior estimates. The Company recognizes unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is The Company recognizes unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in the Degree Program Segment because billings to university clients do not occur until after the academic term has recognized in the Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. The Company’s unbilled revenue represents contract assets. commenced and final enrollment information is available. The Company’s unbilled revenue represents contract assets. Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These plans, which are managed and serviced by students enrolled in certain of the Company’s alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. any time value of money component. There are no fees or origination costs included in these receivables. Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the Company’s consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such Company’s consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on the Company’s consolidated balance sheets. The Company’s deferred revenue amounts are reflected as a current liability on the Company’s consolidated balance sheets. The Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. time revenue is recognized. Marketing and Sales Costs Marketing and Sales Costs The Company’s marketing and sales costs relate to activities to attract students to offerings across both of the Company’s The Company’s marketing and sales costs relate to activities to attract students to offerings across both of the Company’s segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as well as personnel and personnel-related expense for the Company’s marketing and recruiting teams. For the years ended well as personnel and personnel-related expense for the Company’s marketing and recruiting teams. For the years ended December 31, 2022, 2021 and 2020, expense related to the Company’s marketing and advertising efforts of its own brand were December 31, 2022, 2021 and 2020, expense related to the Company’s marketing and advertising efforts of its own brand were not material. All such costs are expensed as incurred and reported in marketing and sales expense on the Company’s not material. All such costs are expensed as incurred and reported in marketing and sales expense on the Company’s consolidated statements of operations and comprehensive loss. consolidated statements of operations and comprehensive loss. The Company provides stock-based compensation awards consisting of restricted stock units (“RSUs”), performance The Company provides stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. The Company measures all stock- restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. The Company measures all stock- based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance- based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance- based vesting conditions are based on the fair value of the Company’s stock on the date of grant. The Company uses a Monte based vesting conditions are based on the fair value of the Company’s stock on the date of grant. The Company uses a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions and uses a Black- Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions and uses a Black- Scholes option pricing model to measure the fair value of stock option grants. The Company also maintains the 2017 Employee Scholes option pricing model to measure the fair value of stock option grants. The Company also maintains the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimates the fair value of each purchase right thereunder as of the grant date using a Stock Purchase Plan (the “ESPP”) and estimates the fair value of each purchase right thereunder as of the grant date using a Black-Scholes option pricing model. Black-Scholes option pricing model. For awards subject only to service-based vesting conditions, the Company recognizes stock-based compensation expense For awards subject only to service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the awards’ requisite service period. For awards subject to both service and performance-based on a straight-line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method over the conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method over the requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense being recognized irrespective of the achievement of the market condition. The Company accounts for compensation expense being recognized irrespective of the achievement of the market condition. The Company accounts for forfeitures as they occur. For shares subject to the ESPP, the Company uses the straight-line method to record stock-based forfeitures as they occur. For shares subject to the ESPP, the Company uses the straight-line method to record stock-based compensation expense over the respective offering period. compensation expense over the respective offering period. Refer to Note 13 for further information about the Company’s stock-based compensation awards. Refer to Note 13 for further information about the Company’s stock-based compensation awards. Income Taxes Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that are included in the financial statements. Under this and liabilities for the expected future tax consequences of events that are included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statement and tax method, the deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of the assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. bases of the assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, rate is enacted. Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company considers when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company considers all positive and negative evidence relating to the realization of the deferred tax assets in assessing the need for a valuation all positive and negative evidence relating to the realization of the deferred tax assets in assessing the need for a valuation allowance. The Company currently maintains a full valuation allowance against deferred tax assets in the U.S. and certain allowance. The Company currently maintains a full valuation allowance against deferred tax assets in the U.S. and certain entities in the foreign jurisdictions. entities in the foreign jurisdictions. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more more likely than not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur if the Company subsequently information. Derecognition of a tax position that was previously recognized would occur if the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The Company recognizes determines that a tax position no longer meets the more likely than not threshold of being sustained. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations and comprehensive loss. operations and comprehensive loss. Cash and Cash Equivalents Cash and Cash Equivalents Cash and cash equivalents consist of bank checking accounts, money market accounts, investments in certificates of Cash and cash equivalents consist of bank checking accounts, money market accounts, investments in certificates of deposit that have an original maturity of three months or less and highly liquid marketable securities with maturities at the time deposit that have an original maturity of three months or less and highly liquid marketable securities with maturities at the time of purchase of three months or less. of purchase of three months or less. Restricted Cash Restricted Cash The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations. connection with the deferred government grant obligations. 74 74 75 75 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. Fair Value Measurements Fair Value Measurements The carrying amounts of certain assets and liabilities, including cash and cash equivalents, receivables, advances to The carrying amounts of certain assets and liabilities, including cash and cash equivalents, receivables, advances to university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. due to their short-term nature. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous, market for the specific asset or liability. principal, most advantageous, market for the specific asset or liability. U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges. The Company remeasures non-financial assets such as goodwill, intangible assets and other long-lived assets at fair charges. The Company remeasures non-financial assets such as goodwill, intangible assets and other long-lived assets at fair value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. Refer to Notes 4 and 5 for further discussion of assets measured at fair value on a inputs when determining fair value. Refer to Notes 4 and 5 for further discussion of assets measured at fair value on a nonrecurring basis. The three tiers are defined as follows: nonrecurring basis. The three tiers are defined as follows: • • • • • • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; markets; Level 2—Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly Level 2—Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and in the marketplace for identical or similar assets and liabilities; and Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. information available in the circumstances. The Company has financial instruments, including cash deposits, receivables, accounts payable and debt. The carrying The Company has financial instruments, including cash deposits, receivables, accounts payable and debt. The carrying values for such financial instruments, other than the Company’s convertible senior notes, each approximated their fair values as values for such financial instruments, other than the Company’s convertible senior notes, each approximated their fair values as of December 31, 2022 and 2021. Refer to Note 10 for more information regarding the Company’s convertible senior notes. of December 31, 2022 and 2021. Refer to Note 10 for more information regarding the Company’s convertible senior notes. Long-Lived Assets Long-Lived Assets Property and Equipment Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Expenditures for major additions, Property and equipment is stated at cost less accumulated depreciation and amortization. Expenditures for major additions, construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over the estimated useful lives of the related assets, which range from three to five years for computer hardware and five to seven the estimated useful lives of the related assets, which range from three to five years for computer hardware and five to seven years for furniture and office equipment. Leasehold improvements are depreciated on a straight-line basis over the lesser of the years for furniture and office equipment. Leasehold improvements are depreciated on a straight-line basis over the lesser of the remaining term of the leased facility or the estimated useful life of the improvement, which generally ranges from four to remaining term of the leased facility or the estimated useful life of the improvement, which generally ranges from four to approximately 11 years. Useful lives of significant assets are periodically reviewed and adjusted prospectively to reflect the approximately 11 years. Useful lives of significant assets are periodically reviewed and adjusted prospectively to reflect the Company’s current estimates of the respective assets’ expected utility. Repair and maintenance costs are expensed as incurred. Company’s current estimates of the respective assets’ expected utility. Repair and maintenance costs are expensed as incurred. Amortizable Intangible Assets Amortizable Intangible Assets Acquired Definite-lived Intangible Assets. The Company capitalizes purchased intangible assets, such as software, Acquired Definite-lived Intangible Assets. The Company capitalizes purchased intangible assets, such as software, websites and domains, and amortizes them on a straight-line basis over their estimated useful life. Historically, the Company websites and domains, and amortizes them on a straight-line basis over their estimated useful life. Historically, the Company has assessed the useful lives of these acquired intangible assets to be between three and 10 years. has assessed the useful lives of these acquired intangible assets to be between three and 10 years. Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third-party costs, and internal payroll and payroll-related costs used in the creation of internal-use software. Software third-party costs, and internal payroll and payroll-related costs used in the creation of internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating the Company’s and the university’s networks and systems, and include costs of designing the application, coding, integrating the Company’s and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which the Company expects to benefit from the use of that software. Once the software development stage and the period over which the Company expects to benefit from the use of that software. Once the software is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to five years. which is generally three to five years. Capitalized Content Development. The Company develops content for each offering on a course-by-course basis in Capitalized Content Development. The Company develops content for each offering on a course-by-course basis in collaboration with university client faculty and industry experts. Depending upon the offering, the Company may use materials collaboration with university client faculty and industry experts. Depending upon the offering, the Company may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. The provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. The Company is responsible for the creation of materials suitable for delivery through the Company’s online learning platform, Company is responsible for the creation of materials suitable for delivery through the Company’s online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of the Company’s single performance obligation and is considered a contract fulfillment cost. part of the Company’s single performance obligation and is considered a contract fulfillment cost. The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and other services associated with creating digital content. Additionally, the Company capitalizes internal payroll and payroll- other services associated with creating digital content. Additionally, the Company capitalizes internal payroll and payroll- related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via the Company’s online learning platform. Capitalization ends when content has been fully developed by both the delivery via the Company’s online learning platform. Capitalization ends when content has been fully developed by both the Company and the university client, at which time amortization of the capitalized content development begins. The capitalized Company and the university client, at which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on a course-by-course basis and included in intangible assets, net on the Company’s costs for each offering are recorded on a course-by-course basis and included in intangible assets, net on the Company’s consolidated balance sheets. These costs are amortized using the straight-line method over the estimated useful life of the consolidated balance sheets. These costs are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on- refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on- campus offerings. campus offerings. Evaluation of Long-Lived Assets Evaluation of Long-Lived Assets The Company reviews long-lived assets, which consist of property and equipment, capitalized technology, capitalized The Company reviews long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long- and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long- lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the asset or asset group. The Company’s impairment analysis is based upon cumulative results and forecasted performance. the asset or asset group. The Company’s impairment analysis is based upon cumulative results and forecasted performance. The Company had non-cash capital asset additions of $1.2 million and $1.8 million in property and equipment, during the The Company had non-cash capital asset additions of $1.2 million and $1.8 million in property and equipment, during the Non-Cash Long-Lived Asset Additions Non-Cash Long-Lived Asset Additions years ended December 31, 2022 and 2021, respectively. years ended December 31, 2022 and 2021, respectively. Business Combinations Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date. statements from the acquisition date. Goodwill and Other Indefinite-lived Intangible Assets Goodwill and Other Indefinite-lived Intangible Assets The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. an indefinite-lived asset below its carrying value. 76 76 77 77 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three to five years. which is generally three to five years. Capitalized Content Development. The Company develops content for each offering on a course-by-course basis in Capitalized Content Development. The Company develops content for each offering on a course-by-course basis in collaboration with university client faculty and industry experts. Depending upon the offering, the Company may use materials collaboration with university client faculty and industry experts. Depending upon the offering, the Company may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. The provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. The Company is responsible for the creation of materials suitable for delivery through the Company’s online learning platform, Company is responsible for the creation of materials suitable for delivery through the Company’s online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of the Company’s single performance obligation and is considered a contract fulfillment cost. part of the Company’s single performance obligation and is considered a contract fulfillment cost. The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and other services associated with creating digital content. Additionally, the Company capitalizes internal payroll and payroll- other services associated with creating digital content. Additionally, the Company capitalizes internal payroll and payroll- related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via the Company’s online learning platform. Capitalization ends when content has been fully developed by both the delivery via the Company’s online learning platform. Capitalization ends when content has been fully developed by both the Company and the university client, at which time amortization of the capitalized content development begins. The capitalized Company and the university client, at which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on a course-by-course basis and included in intangible assets, net on the Company’s costs for each offering are recorded on a course-by-course basis and included in intangible assets, net on the Company’s consolidated balance sheets. These costs are amortized using the straight-line method over the estimated useful life of the consolidated balance sheets. These costs are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum respective course, which is generally four to five years. The estimated useful life corresponds with the planned curriculum refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on- refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited by faculty members for similar on- campus offerings. campus offerings. Evaluation of Long-Lived Assets Evaluation of Long-Lived Assets The Company reviews long-lived assets, which consist of property and equipment, capitalized technology, capitalized The Company reviews long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long- and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long- lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the asset or asset group. The Company’s impairment analysis is based upon cumulative results and forecasted performance. the asset or asset group. The Company’s impairment analysis is based upon cumulative results and forecasted performance. Non-Cash Long-Lived Asset Additions Non-Cash Long-Lived Asset Additions The Company had non-cash capital asset additions of $1.2 million and $1.8 million in property and equipment, during the The Company had non-cash capital asset additions of $1.2 million and $1.8 million in property and equipment, during the years ended December 31, 2022 and 2021, respectively. years ended December 31, 2022 and 2021, respectively. construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over Business Combinations Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date. statements from the acquisition date. Goodwill and Other Indefinite-lived Intangible Assets Goodwill and Other Indefinite-lived Intangible Assets The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or an indefinite-lived asset below its carrying value. an indefinite-lived asset below its carrying value. 76 76 77 77 Fair Value Measurements Fair Value Measurements due to their short-term nature. due to their short-term nature. The carrying amounts of certain assets and liabilities, including cash and cash equivalents, receivables, advances to The carrying amounts of certain assets and liabilities, including cash and cash equivalents, receivables, advances to university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values university clients, accounts payable and accrued expenses and other current liabilities, approximate their respective fair values Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous, market for the specific asset or liability. principal, most advantageous, market for the specific asset or liability. U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment to their initial measurement. Generally, assets are recorded at fair value on a non-recurring basis as a result of impairment charges. The Company remeasures non-financial assets such as goodwill, intangible assets and other long-lived assets at fair charges. The Company remeasures non-financial assets such as goodwill, intangible assets and other long-lived assets at fair value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The value when there is an indicator of impairment, and records them at fair value only when recognizing an impairment loss. The fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable fair value hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. Refer to Notes 4 and 5 for further discussion of assets measured at fair value on a inputs when determining fair value. Refer to Notes 4 and 5 for further discussion of assets measured at fair value on a nonrecurring basis. The three tiers are defined as follows: nonrecurring basis. The three tiers are defined as follows: Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active Level 2—Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly Level 2—Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and in the marketplace for identical or similar assets and liabilities; and Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. information available in the circumstances. The Company has financial instruments, including cash deposits, receivables, accounts payable and debt. The carrying The Company has financial instruments, including cash deposits, receivables, accounts payable and debt. The carrying values for such financial instruments, other than the Company’s convertible senior notes, each approximated their fair values as values for such financial instruments, other than the Company’s convertible senior notes, each approximated their fair values as of December 31, 2022 and 2021. Refer to Note 10 for more information regarding the Company’s convertible senior notes. of December 31, 2022 and 2021. Refer to Note 10 for more information regarding the Company’s convertible senior notes. markets; markets; • • • • • • Long-Lived Assets Long-Lived Assets Property and Equipment Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Expenditures for major additions, Property and equipment is stated at cost less accumulated depreciation and amortization. Expenditures for major additions, the estimated useful lives of the related assets, which range from three to five years for computer hardware and five to seven the estimated useful lives of the related assets, which range from three to five years for computer hardware and five to seven years for furniture and office equipment. Leasehold improvements are depreciated on a straight-line basis over the lesser of the years for furniture and office equipment. Leasehold improvements are depreciated on a straight-line basis over the lesser of the remaining term of the leased facility or the estimated useful life of the improvement, which generally ranges from four to remaining term of the leased facility or the estimated useful life of the improvement, which generally ranges from four to approximately 11 years. Useful lives of significant assets are periodically reviewed and adjusted prospectively to reflect the approximately 11 years. Useful lives of significant assets are periodically reviewed and adjusted prospectively to reflect the Company’s current estimates of the respective assets’ expected utility. Repair and maintenance costs are expensed as incurred. Company’s current estimates of the respective assets’ expected utility. Repair and maintenance costs are expensed as incurred. Amortizable Intangible Assets Amortizable Intangible Assets Acquired Definite-lived Intangible Assets. The Company capitalizes purchased intangible assets, such as software, Acquired Definite-lived Intangible Assets. The Company capitalizes purchased intangible assets, such as software, websites and domains, and amortizes them on a straight-line basis over their estimated useful life. Historically, the Company websites and domains, and amortizes them on a straight-line basis over their estimated useful life. Historically, the Company has assessed the useful lives of these acquired intangible assets to be between three and 10 years. has assessed the useful lives of these acquired intangible assets to be between three and 10 years. Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third-party costs, and internal payroll and payroll-related costs used in the creation of internal-use software. Software third-party costs, and internal payroll and payroll-related costs used in the creation of internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post- implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating the Company’s and the university’s networks and systems, and include costs of designing the application, coding, integrating the Company’s and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which the Company expects to benefit from the use of that software. Once the software development stage and the period over which the Company expects to benefit from the use of that software. Once the software 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. Goodwill Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The Company tests goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company tests goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company initially assesses qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment Company initially assesses qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. The Company reviews goodwill for impairment using a quantitative approach if it decides to bypass the qualitative review. The Company reviews goodwill for impairment using a quantitative approach if it decides to bypass the qualitative assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on a qualitative assessment. Upon completion of a quantitative assessment, the Company may be required to recognize an on a qualitative assessment. Upon completion of a quantitative assessment, the Company may be required to recognize an impairment based on the difference between the carrying value and the fair value of the reporting unit. impairment based on the difference between the carrying value and the fair value of the reporting unit. Other than the reporting units impaired in the third quarter of 2022, based on the qualitative assessment performed as of Other than the reporting units impaired in the third quarter of 2022, based on the qualitative assessment performed as of October 1, 2022, the date of the annual goodwill impairment assessment, the Company had no reporting units whose estimated October 1, 2022, the date of the annual goodwill impairment assessment, the Company had no reporting units whose estimated fair value exceeded their carrying value by less than 10%. Based upon the Company’s qualitative assessments performed as of fair value exceeded their carrying value by less than 10%. Based upon the Company’s qualitative assessments performed as of October 1 in 2020 and 2021, the Company believes that the estimated fair values of the reporting units exceeded their carrying October 1 in 2020 and 2021, the Company believes that the estimated fair values of the reporting units exceeded their carrying values by no less than 10%. It is possible that future changes in the Company’s circumstances or in the variables associated values by no less than 10%. It is possible that future changes in the Company’s circumstances or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the Company’s reporting units, could require with the judgments, assumptions and estimates used in assessing the fair value of the Company’s reporting units, could require the Company to record additional impairment charges in the future. the Company to record additional impairment charges in the future. Other Indefinite-lived Intangible Assets Other Indefinite-lived Intangible Assets The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and name. name. market-based approaches. market-based approaches. Equity Interests Equity Interests The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value. During both the first and third quarter of 2022, the Company experienced a significant decline in its market capitalization. During both the first and third quarter of 2022, the Company experienced a significant decline in its market capitalization. Management deemed these declines triggering events related to the Company’s goodwill and indefinite-lived intangible asset. Management deemed these declines triggering events related to the Company’s goodwill and indefinite-lived intangible asset. As a result, the Company performed interim impairment assessments as of March 1, 2022 and September 30, 2022. As a result, the Company performed interim impairment assessments as of March 1, 2022 and September 30, 2022. For each of the interim impairment assessments, the Company utilized a weighted combination of the income-based For each of the interim impairment assessments, the Company utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of each reporting unit and the income-based approach to approach and market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included discount rates, terminal growth rates, and forecasts of revenue and margins based upon each respective reporting unit’s or discount rates, terminal growth rates, and forecasts of revenue and margins based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income-based approach largely relied on inputs that were not observable to active markets, which time of the assessment. The income-based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements, as defined in the Fair Value Measurements section above. Key would be deemed “Level 3” fair value measurements, as defined in the Fair Value Measurements section above. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. test result. For the interim impairment assessment performed as of March 1, 2022, management determined the carrying value for one For the interim impairment assessment performed as of March 1, 2022, management determined the carrying value for one of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite-lived of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset exceeded their respective estimated fair value. As a result, during the first quarter of 2022, the Company intangible asset exceeded their respective estimated fair value. As a result, during the first quarter of 2022, the Company recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. exceeded their respective carrying value by approximately 10% or more. For the interim impairment assessment performed as of September 30, 2022, management determined the carrying value For the interim impairment assessment performed as of September 30, 2022, management determined the carrying value for two of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite- for two of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite- lived intangible asset exceeded their respective estimated fair value. As a result, during the third quarter of 2022, the Company lived intangible asset exceeded their respective estimated fair value. As a result, during the third quarter of 2022, the Company recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. exceeded their respective carrying value by approximately 10% or more. As of December 31, 2020, the Company had a $10.0 million investment in an education technology company recorded As of December 31, 2020, the Company had a $10.0 million investment in an education technology company recorded within other assets, non-current on the consolidated balance sheets. This investment did not have a readily determinable fair within other assets, non-current on the consolidated balance sheets. This investment did not have a readily determinable fair value, and was accounted for as a cost method investment, which was subject to fair value remeasurement upon the occurrence value, and was accounted for as a cost method investment, which was subject to fair value remeasurement upon the occurrence of an observable event. During the second quarter of 2021, the Company sold its investment in this education technology of an observable event. During the second quarter of 2021, the Company sold its investment in this education technology company and recorded a gain on sale of $27.8 million. Refer to Note 7 for further information. company and recorded a gain on sale of $27.8 million. Refer to Note 7 for further information. Employee Benefits Employee Benefits Convertible Senior Notes Convertible Senior Notes The Company offers a variety of benefits to its employees (e.g., health care, gym memberships and tuition reimbursement). The Company offers a variety of benefits to its employees (e.g., health care, gym memberships and tuition reimbursement). The Company accounts for costs related to providing employee benefits as incurred, unless there is a service requirement, in The Company accounts for costs related to providing employee benefits as incurred, unless there is a service requirement, in which case, such costs are recognized over the service commitment period. which case, such costs are recognized over the service commitment period. In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private offering. Refer to Note 10 for more information regarding the 2025 Notes. 2025 Notes, in a private offering. Refer to Note 10 for more information regarding the 2025 Notes. During the first quarter of 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options During the first quarter of 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Pursuant to this ASU, which simplified the accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Pursuant to this ASU, which simplified the accounting for convertible instruments, the Company’s convertible senior notes are accounted for as a single instrument. Refer to the Recent convertible instruments, the Company’s convertible senior notes are accounted for as a single instrument. Refer to the Recent Accounting Pronouncements section below for further information regarding the Company’s adoption of ASU 2020-06. Accounting Pronouncements section below for further information regarding the Company’s adoption of ASU 2020-06. Debt issuance costs are incurred as a result of entering into certain borrowing transactions and are presented as a reduction Debt issuance costs are incurred as a result of entering into certain borrowing transactions and are presented as a reduction from the carrying amount of the debt liability on the Company’s consolidated balance sheets. Debt issuance costs are amortized from the carrying amount of the debt liability on the Company’s consolidated balance sheets. Debt issuance costs are amortized over the term of the associated debt instrument. The amortization of debt issuance costs is included as a component of interest over the term of the associated debt instrument. The amortization of debt issuance costs is included as a component of interest expense on the Company’s consolidated statements of operations and comprehensive loss. If the Company extinguishes debt expense on the Company’s consolidated statements of operations and comprehensive loss. If the Company extinguishes debt prior to the end of the underlying instrument’s full term, some or all of the unamortized debt issuance costs may need to be prior to the end of the underlying instrument’s full term, some or all of the unamortized debt issuance costs may need to be written off, and a loss on extinguishment may need to be recognized. Refer to Note 10 for further information about the written off, and a loss on extinguishment may need to be recognized. Refer to Note 10 for further information about the Debt Issuance Costs Debt Issuance Costs Company’s debt. Company’s debt. Leases Leases For the Company’s operating leases, an assessment is performed to determine if an arrangement is a lease at inception. For the Company’s operating leases, an assessment is performed to determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the information necessary to determine the rate implicit in the Company’s leases is not readily available, the Company the information necessary to determine the rate implicit in the Company’s leases is not readily available, the Company determines its incremental borrowing rate based on the information available at the lease commencement date in determining determines its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments made, less lease the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments made, less lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the 78 78 79 79 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements on a qualitative assessment. Upon completion of a quantitative assessment, the Company may be required to recognize an on a qualitative assessment. Upon completion of a quantitative assessment, the Company may be required to recognize an Other Indefinite-lived Intangible Assets Other Indefinite-lived Intangible Assets The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and name. name. The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade Other than the reporting units impaired in the third quarter of 2022, based on the qualitative assessment performed as of Other than the reporting units impaired in the third quarter of 2022, based on the qualitative assessment performed as of October 1, 2022, the date of the annual goodwill impairment assessment, the Company had no reporting units whose estimated October 1, 2022, the date of the annual goodwill impairment assessment, the Company had no reporting units whose estimated fair value exceeded their carrying value by less than 10%. Based upon the Company’s qualitative assessments performed as of fair value exceeded their carrying value by less than 10%. Based upon the Company’s qualitative assessments performed as of October 1 in 2020 and 2021, the Company believes that the estimated fair values of the reporting units exceeded their carrying October 1 in 2020 and 2021, the Company believes that the estimated fair values of the reporting units exceeded their carrying values by no less than 10%. It is possible that future changes in the Company’s circumstances or in the variables associated values by no less than 10%. It is possible that future changes in the Company’s circumstances or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the Company’s reporting units, could require with the judgments, assumptions and estimates used in assessing the fair value of the Company’s reporting units, could require the Company to record additional impairment charges in the future. the Company to record additional impairment charges in the future. Equity Interests Equity Interests As of December 31, 2020, the Company had a $10.0 million investment in an education technology company recorded As of December 31, 2020, the Company had a $10.0 million investment in an education technology company recorded within other assets, non-current on the consolidated balance sheets. This investment did not have a readily determinable fair within other assets, non-current on the consolidated balance sheets. This investment did not have a readily determinable fair value, and was accounted for as a cost method investment, which was subject to fair value remeasurement upon the occurrence value, and was accounted for as a cost method investment, which was subject to fair value remeasurement upon the occurrence of an observable event. During the second quarter of 2021, the Company sold its investment in this education technology of an observable event. During the second quarter of 2021, the Company sold its investment in this education technology company and recorded a gain on sale of $27.8 million. Refer to Note 7 for further information. company and recorded a gain on sale of $27.8 million. Refer to Note 7 for further information. Employee Benefits Employee Benefits The Company offers a variety of benefits to its employees (e.g., health care, gym memberships and tuition reimbursement). The Company offers a variety of benefits to its employees (e.g., health care, gym memberships and tuition reimbursement). The Company accounts for costs related to providing employee benefits as incurred, unless there is a service requirement, in The Company accounts for costs related to providing employee benefits as incurred, unless there is a service requirement, in which case, such costs are recognized over the service commitment period. which case, such costs are recognized over the service commitment period. Convertible Senior Notes Convertible Senior Notes In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private offering. Refer to Note 10 for more information regarding the 2025 Notes. 2025 Notes, in a private offering. Refer to Note 10 for more information regarding the 2025 Notes. During the first quarter of 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options During the first quarter of 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Pursuant to this ASU, which simplified the accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Pursuant to this ASU, which simplified the accounting for convertible instruments, the Company’s convertible senior notes are accounted for as a single instrument. Refer to the Recent convertible instruments, the Company’s convertible senior notes are accounted for as a single instrument. Refer to the Recent Accounting Pronouncements section below for further information regarding the Company’s adoption of ASU 2020-06. Accounting Pronouncements section below for further information regarding the Company’s adoption of ASU 2020-06. Debt Issuance Costs Debt Issuance Costs Debt issuance costs are incurred as a result of entering into certain borrowing transactions and are presented as a reduction Debt issuance costs are incurred as a result of entering into certain borrowing transactions and are presented as a reduction from the carrying amount of the debt liability on the Company’s consolidated balance sheets. Debt issuance costs are amortized from the carrying amount of the debt liability on the Company’s consolidated balance sheets. Debt issuance costs are amortized over the term of the associated debt instrument. The amortization of debt issuance costs is included as a component of interest over the term of the associated debt instrument. The amortization of debt issuance costs is included as a component of interest expense on the Company’s consolidated statements of operations and comprehensive loss. If the Company extinguishes debt expense on the Company’s consolidated statements of operations and comprehensive loss. If the Company extinguishes debt prior to the end of the underlying instrument’s full term, some or all of the unamortized debt issuance costs may need to be prior to the end of the underlying instrument’s full term, some or all of the unamortized debt issuance costs may need to be written off, and a loss on extinguishment may need to be recognized. Refer to Note 10 for further information about the written off, and a loss on extinguishment may need to be recognized. Refer to Note 10 for further information about the Company’s debt. Company’s debt. Leases Leases For the Company’s operating leases, an assessment is performed to determine if an arrangement is a lease at inception. For the Company’s operating leases, an assessment is performed to determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the information necessary to determine the rate implicit in the Company’s leases is not readily available, the Company the information necessary to determine the rate implicit in the Company’s leases is not readily available, the Company determines its incremental borrowing rate based on the information available at the lease commencement date in determining determines its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments made, less lease the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments made, less lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the 78 78 79 79 Goodwill Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The goodwill balance relates to its acquisitions of GetSmarter in July 2017, Trilogy in May 2019 and edX in November 2021. The Company tests goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company tests goodwill at the reporting unit level, which is an operating segment or one level below an operating segment. The Company initially assesses qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment Company initially assesses qualitative factors to determine if it is necessary to perform a quantitative goodwill impairment review. The Company reviews goodwill for impairment using a quantitative approach if it decides to bypass the qualitative review. The Company reviews goodwill for impairment using a quantitative approach if it decides to bypass the qualitative assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based assessment or determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value based impairment based on the difference between the carrying value and the fair value of the reporting unit. impairment based on the difference between the carrying value and the fair value of the reporting unit. market-based approaches. market-based approaches. The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. estimates primarily include, but are not limited to, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates results and current operating trends, revenue, profitability, cash flow results and forecasts, and industry trends. These estimates can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market can be affected by a number of factors including, but not limited to, general economic and regulatory conditions, market capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. capitalization, the continued efforts of competitors to gain market share and prospective student enrollment patterns. In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to In addition, the value of a reporting unit using the market-based approach is estimated by comparing the reporting unit to other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The other publicly traded companies and/or to publicly-disclosed business mergers and acquisitions in similar lines of business. The value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. value of a reporting unit is based on pricing multiples of certain financial parameters observed in the comparable companies. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value. The Company also makes estimates and assumptions for market values to determine a reporting unit’s estimated fair value. During both the first and third quarter of 2022, the Company experienced a significant decline in its market capitalization. During both the first and third quarter of 2022, the Company experienced a significant decline in its market capitalization. Management deemed these declines triggering events related to the Company’s goodwill and indefinite-lived intangible asset. Management deemed these declines triggering events related to the Company’s goodwill and indefinite-lived intangible asset. As a result, the Company performed interim impairment assessments as of March 1, 2022 and September 30, 2022. As a result, the Company performed interim impairment assessments as of March 1, 2022 and September 30, 2022. For each of the interim impairment assessments, the Company utilized a weighted combination of the income-based For each of the interim impairment assessments, the Company utilized a weighted combination of the income-based approach and market-based approach to determine the fair value of each reporting unit and the income-based approach to approach and market-based approach to determine the fair value of each reporting unit and the income-based approach to determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included determine the fair value of its long-lived intangible asset. Key assumptions used in the income-based approach included discount rates, terminal growth rates, and forecasts of revenue and margins based upon each respective reporting unit’s or discount rates, terminal growth rates, and forecasts of revenue and margins based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the time of the assessment. The income-based approach largely relied on inputs that were not observable to active markets, which time of the assessment. The income-based approach largely relied on inputs that were not observable to active markets, which would be deemed “Level 3” fair value measurements, as defined in the Fair Value Measurements section above. Key would be deemed “Level 3” fair value measurements, as defined in the Fair Value Measurements section above. Key assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the assumptions used in the market-based approach included the selection of appropriate peer group companies. Changes in the estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. test result. For the interim impairment assessment performed as of March 1, 2022, management determined the carrying value for one For the interim impairment assessment performed as of March 1, 2022, management determined the carrying value for one of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite-lived of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite-lived intangible asset exceeded their respective estimated fair value. As a result, during the first quarter of 2022, the Company intangible asset exceeded their respective estimated fair value. As a result, during the first quarter of 2022, the Company recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. exceeded their respective carrying value by approximately 10% or more. For the interim impairment assessment performed as of September 30, 2022, management determined the carrying value For the interim impairment assessment performed as of September 30, 2022, management determined the carrying value for two of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite- for two of the reporting units within the Company’s Alternative Credential Segment and the carrying value of an indefinite- lived intangible asset exceeded their respective estimated fair value. As a result, during the third quarter of 2022, the Company lived intangible asset exceeded their respective estimated fair value. As a result, during the third quarter of 2022, the Company recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. exceeded their respective carrying value by approximately 10% or more. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not have any finance leases for any periods presented. The Company does not have any finance leases for any periods presented. further information about the edX Acquisition. further information about the edX Acquisition. Adoption of this standard is reflected in the preliminary purchase price allocation of the edX Acquisition. Refer to Note 3 for Adoption of this standard is reflected in the preliminary purchase price allocation of the edX Acquisition. Refer to Note 3 for The Company has elected, as an accounting policy for its leases of real estate, to account for lease and non-lease The Company has elected, as an accounting policy for its leases of real estate, to account for lease and non-lease components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a term of 12 months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of term of 12 months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. operations and comprehensive loss on a straight-line basis over the lease term. Variable payments that depend on an index or a rate are initially measured using the index or rate at the lease Variable payments that depend on an index or a rate are initially measured using the index or rate at the lease commencement date. Such variable payments are included in the total lease payments when measuring the lease liabilities and commencement date. Such variable payments are included in the total lease payments when measuring the lease liabilities and ROU assets. The Company will only remeasure variable payments that depend on an index or a rate when the Company is ROU assets. The Company will only remeasure variable payments that depend on an index or a rate when the Company is remeasuring the lease liabilities due to any of the following occurring: (i) the lease is modified and the modification is not remeasuring the lease liabilities due to any of the following occurring: (i) the lease is modified and the modification is not accounted for as a separate contract; (ii) a contingency, upon which some or all of the variable lease payments that will be paid accounted for as a separate contract; (ii) a contingency, upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, is resolved; (iii) there is a change in lease term; (iv) there is a change in the over the remainder of the lease term are based, is resolved; (iii) there is a change in lease term; (iv) there is a change in the probability of exercising a purchase option; or (v) there is a change in the amount probable of being owed under residual value probability of exercising a purchase option; or (v) there is a change in the amount probable of being owed under residual value guarantees. Until the lease liabilities are remeasured due to one of the aforementioned events, additional payments for an guarantees. Until the lease liabilities are remeasured due to one of the aforementioned events, additional payments for an increase in the index or rate will be recognized in the period in which they are incurred. Variable payments that do not depend increase in the index or rate will be recognized in the period in which they are incurred. Variable payments that do not depend on an index or a rate are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of on an index or a rate are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations and comprehensive loss in the period in which the obligation for those payments is incurred. operations and comprehensive loss in the period in which the obligation for those payments is incurred. Business Combinations Business Combinations The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial statements from the acquisition date. statements from the acquisition date. Foreign Currency Translation Foreign Currency Translation For the portion of the Company’s non-U.S. business where the local currency is the functional currency, operating results For the portion of the Company’s non-U.S. business where the local currency is the functional currency, operating results are translated into U.S. dollars using the average rate of exchange for the period, and assets and liabilities are converted at the are translated into U.S. dollars using the average rate of exchange for the period, and assets and liabilities are converted at the closing rates on the period end date. Gains and losses on translation of these accounts are accumulated and reported as a closing rates on the period end date. Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholder’s equity and comprehensive loss. separate component of stockholder’s equity and comprehensive loss. For any transaction that is in a currency different from the entity’s functional currency, the Company records a gain or loss For any transaction that is in a currency different from the entity’s functional currency, the Company records a gain or loss Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as other income (expense), net on the consolidated statements of operations and date (or rate at period end, if unsettled) as other income (expense), net on the consolidated statements of operations and comprehensive loss. comprehensive loss. Concentration of Credit Risk Concentration of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash is held at financial institutions that management believes cash equivalents and accounts receivable. All of the Company’s cash is held at financial institutions that management believes to be of high credit quality. The Company’s bank accounts exceed federally insured limits at times. The Company has not to be of high credit quality. The Company’s bank accounts exceed federally insured limits at times. The Company has not experienced any losses on cash to date. The Company maintains an allowance for doubtful accounts, if needed, based on experienced any losses on cash to date. The Company maintains an allowance for doubtful accounts, if needed, based on collection history. collection history. Recent Accounting Pronouncements Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires companies to apply ASC Topic 606 to Contract Liabilities from Contracts with Customers. The new guidance requires companies to apply ASC Topic 606 to recognize and measure contract assets and contract liabilities with customers acquired in a business combination, which creates recognize and measure contract assets and contract liabilities with customers acquired in a business combination, which creates an exception to the general recognition principle in ASC Topic 805. In addition, the guidance clarifies that companies should an exception to the general recognition principle in ASC Topic 805. In addition, the guidance clarifies that companies should apply the definition of a performance obligation in ASC Topic 606 when recognizing contract liabilities assumed in a business apply the definition of a performance obligation in ASC Topic 606 when recognizing contract liabilities assumed in a business combination. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those combination. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those years. Early adoption is permitted. The Company adopted the standard in the fourth quarter of 2021, effective January 1, 2021. years. Early adoption is permitted. The Company adopted the standard in the fourth quarter of 2021, effective January 1, 2021. 80 80 81 81 In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain financial instruments with and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an entity’s own equity. The new guidance eliminates the beneficial conversion and cash conversion accounting models for entity’s own equity. The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the application of the if-converted method for calculating diluted earnings per share. This ASU is effective for fiscal years application of the if-converted method for calculating diluted earnings per share. This ASU is effective for fiscal years beginning after December 15, 2021. beginning after December 15, 2021. The Company adopted this ASU on a modified retrospective basis in the first quarter of 2022, effective as of The Company adopted this ASU on a modified retrospective basis in the first quarter of 2022, effective as of January 1, 2022. As a result of the adoption, long-term debt increased $81.7 million, additional paid-in capital decreased January 1, 2022. As a result of the adoption, long-term debt increased $81.7 million, additional paid-in capital decreased $114.6 million, deferred tax liabilities decreased $22.1 million, and the Company recorded a cumulative-effect adjustment to $114.6 million, deferred tax liabilities decreased $22.1 million, and the Company recorded a cumulative-effect adjustment to opening accumulated deficit of $32.8 million. Adoption of this ASU requires the use of the if-converted method for all opening accumulated deficit of $32.8 million. Adoption of this ASU requires the use of the if-converted method for all convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share settlement of the convertible notes, if the effective is more dilutive. There was no impact to the number of potentially dilutive settlement of the convertible notes, if the effective is more dilutive. There was no impact to the number of potentially dilutive shares as a result of the adoption. Adoption of this standard did not have a material impact on the Company’s liquidity or cash shares as a result of the adoption. Adoption of this standard did not have a material impact on the Company’s liquidity or cash flows. flows. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU is intended to provide optional expedients and exceptions for Reference Rate Reform on Financial Reporting. This ASU is intended to provide optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the potential accounting and financial reporting burden associated with the expected market transition from the London Interbank potential accounting and financial reporting burden associated with the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of the Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of the beginning of any interim period that includes its effective date (i.e., March 12, 2020) through December 31, 2022. On beginning of any interim period that includes its effective date (i.e., March 12, 2020) through December 31, 2022. On December 21, 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of December 21, 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU defers the sunset date from December 31, 2022 to December 31, 2024 and is effective immediately. The Topic 848. This ASU defers the sunset date from December 31, 2022 to December 31, 2024 and is effective immediately. The Company will adopt the standard when LIBOR is discontinued and does not expect the adoption of this standard to have a Company will adopt the standard when LIBOR is discontinued and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. material impact on its consolidated financial statements and related disclosures. In March 2022, the FASB issued ASU No 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt In March 2022, the FASB issued ASU No 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt creditors that have adopted ASU 2016-13 and enhances the disclosure requirements for certain loan refinancings when creditors that have adopted ASU 2016-13 and enhances the disclosure requirements for certain loan refinancings when borrowers are experiencing financial difficulty. In addition, the ASU requires the disclosure of current-period gross write-offs borrowers are experiencing financial difficulty. In addition, the ASU requires the disclosure of current-period gross write-offs for financing receivables by year of origination in the vintage disclosures. This ASU is effective for fiscal years beginning after for financing receivables by year of origination in the vintage disclosures. This ASU is effective for fiscal years beginning after December 15, 2022. The Company is evaluating the impact of the new guidance on its disclosures but does not expect there to December 15, 2022. The Company is evaluating the impact of the new guidance on its disclosures but does not expect there to be a material impact on its consolidated financial statements. be a material impact on its consolidated financial statements. 3. 3. Business Combination Business Combination On November 16, 2021, pursuant to the Membership Interest Purchase Agreement, dated June 28, 2021 (the “Purchase On November 16, 2021, pursuant to the Membership Interest Purchase Agreement, dated June 28, 2021 (the “Purchase Agreement”), by and among the Company, edX Inc., a Massachusetts nonprofit corporation (“edX Inc.”) and edX LLC (f/k/a Agreement”), by and among the Company, edX Inc., a Massachusetts nonprofit corporation (“edX Inc.”) and edX LLC (f/k/a Circuit Sub LLC), a Delaware limited liability company and a wholly owned subsidiary of edX Inc. (“edX”), edX Inc. Circuit Sub LLC), a Delaware limited liability company and a wholly owned subsidiary of edX Inc. (“edX”), edX Inc. contributed substantially all of its assets to edX and the Company acquired 100% of the outstanding membership interests of contributed substantially all of its assets to edX and the Company acquired 100% of the outstanding membership interests of edX (the “edX Acquisition”) including the edX brand, website, and marketplace. edX (the “edX Acquisition”) including the edX brand, website, and marketplace. The total preliminary purchase price was $773.0 million in cash consideration, of which $23.0 million was distributed to an The total preliminary purchase price was $773.0 million in cash consideration, of which $23.0 million was distributed to an escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. As of December 31, 2022, escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. As of December 31, 2022, $8.4 million remained in escrow. During the year ended December 31, 2022, the Company recorded working capital $8.4 million remained in escrow. During the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, reducing the final purchase price to $768.0 million. adjustments of $5.0 million, reducing the final purchase price to $768.0 million. The transaction was accounted for under the acquisition method of accounting and revenue and operating expense have The transaction was accounted for under the acquisition method of accounting and revenue and operating expense have been included in the Company’s consolidated statement of operations since the date of acquisition. The Company recorded been included in the Company’s consolidated statement of operations since the date of acquisition. The Company recorded $14.8 million and $0.3 million of acquisition costs in general and administrative expense related to this acquisition during the $14.8 million and $0.3 million of acquisition costs in general and administrative expense related to this acquisition during the years ended December 31, 2021 and 2020, respectively. years ended December 31, 2021 and 2020, respectively. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not have any finance leases for any periods presented. The Company does not have any finance leases for any periods presented. Adoption of this standard is reflected in the preliminary purchase price allocation of the edX Acquisition. Refer to Note 3 for Adoption of this standard is reflected in the preliminary purchase price allocation of the edX Acquisition. Refer to Note 3 for further information about the edX Acquisition. further information about the edX Acquisition. The Company has elected, as an accounting policy for its leases of real estate, to account for lease and non-lease The Company has elected, as an accounting policy for its leases of real estate, to account for lease and non-lease components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a term of 12 months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of term of 12 months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. operations and comprehensive loss on a straight-line basis over the lease term. Variable payments that depend on an index or a rate are initially measured using the index or rate at the lease Variable payments that depend on an index or a rate are initially measured using the index or rate at the lease commencement date. Such variable payments are included in the total lease payments when measuring the lease liabilities and commencement date. Such variable payments are included in the total lease payments when measuring the lease liabilities and ROU assets. The Company will only remeasure variable payments that depend on an index or a rate when the Company is ROU assets. The Company will only remeasure variable payments that depend on an index or a rate when the Company is remeasuring the lease liabilities due to any of the following occurring: (i) the lease is modified and the modification is not remeasuring the lease liabilities due to any of the following occurring: (i) the lease is modified and the modification is not accounted for as a separate contract; (ii) a contingency, upon which some or all of the variable lease payments that will be paid accounted for as a separate contract; (ii) a contingency, upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, is resolved; (iii) there is a change in lease term; (iv) there is a change in the over the remainder of the lease term are based, is resolved; (iii) there is a change in lease term; (iv) there is a change in the probability of exercising a purchase option; or (v) there is a change in the amount probable of being owed under residual value probability of exercising a purchase option; or (v) there is a change in the amount probable of being owed under residual value guarantees. Until the lease liabilities are remeasured due to one of the aforementioned events, additional payments for an guarantees. Until the lease liabilities are remeasured due to one of the aforementioned events, additional payments for an increase in the index or rate will be recognized in the period in which they are incurred. Variable payments that do not depend increase in the index or rate will be recognized in the period in which they are incurred. Variable payments that do not depend on an index or a rate are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of on an index or a rate are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations and comprehensive loss in the period in which the obligation for those payments is incurred. operations and comprehensive loss in the period in which the obligation for those payments is incurred. The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, The purchase price of an acquisition is allocated to the assets acquired, including intangible assets, and liabilities assumed, based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of based on their respective fair values at the acquisition date. Acquisition-related costs are expensed as incurred. The excess of the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as the cost of an acquired entity, net of the amounts assigned to the assets acquired and liabilities assumed, is recognized as goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial goodwill. The net assets and results of operations of an acquired entity are included on the Company’s consolidated financial Business Combinations Business Combinations statements from the acquisition date. statements from the acquisition date. Foreign Currency Translation Foreign Currency Translation For the portion of the Company’s non-U.S. business where the local currency is the functional currency, operating results For the portion of the Company’s non-U.S. business where the local currency is the functional currency, operating results are translated into U.S. dollars using the average rate of exchange for the period, and assets and liabilities are converted at the are translated into U.S. dollars using the average rate of exchange for the period, and assets and liabilities are converted at the closing rates on the period end date. Gains and losses on translation of these accounts are accumulated and reported as a closing rates on the period end date. Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholder’s equity and comprehensive loss. separate component of stockholder’s equity and comprehensive loss. For any transaction that is in a currency different from the entity’s functional currency, the Company records a gain or loss For any transaction that is in a currency different from the entity’s functional currency, the Company records a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as other income (expense), net on the consolidated statements of operations and date (or rate at period end, if unsettled) as other income (expense), net on the consolidated statements of operations and comprehensive loss. comprehensive loss. Concentration of Credit Risk Concentration of Credit Risk collection history. collection history. Recent Accounting Pronouncements Recent Accounting Pronouncements Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash is held at financial institutions that management believes cash equivalents and accounts receivable. All of the Company’s cash is held at financial institutions that management believes to be of high credit quality. The Company’s bank accounts exceed federally insured limits at times. The Company has not to be of high credit quality. The Company’s bank accounts exceed federally insured limits at times. The Company has not experienced any losses on cash to date. The Company maintains an allowance for doubtful accounts, if needed, based on experienced any losses on cash to date. The Company maintains an allowance for doubtful accounts, if needed, based on In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The new guidance requires companies to apply ASC Topic 606 to Contract Liabilities from Contracts with Customers. The new guidance requires companies to apply ASC Topic 606 to recognize and measure contract assets and contract liabilities with customers acquired in a business combination, which creates recognize and measure contract assets and contract liabilities with customers acquired in a business combination, which creates an exception to the general recognition principle in ASC Topic 805. In addition, the guidance clarifies that companies should an exception to the general recognition principle in ASC Topic 805. In addition, the guidance clarifies that companies should apply the definition of a performance obligation in ASC Topic 606 when recognizing contract liabilities assumed in a business apply the definition of a performance obligation in ASC Topic 606 when recognizing contract liabilities assumed in a business combination. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those combination. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those years. Early adoption is permitted. The Company adopted the standard in the fourth quarter of 2021, effective January 1, 2021. years. Early adoption is permitted. The Company adopted the standard in the fourth quarter of 2021, effective January 1, 2021. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain financial instruments with and Contracts in an Entity’s Own Equity. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an characteristics of liabilities and equity, including convertible instruments and contracts indexed to and potentially settled in an entity’s own equity. The new guidance eliminates the beneficial conversion and cash conversion accounting models for entity’s own equity. The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the application of the if-converted method for calculating diluted earnings per share. This ASU is effective for fiscal years application of the if-converted method for calculating diluted earnings per share. This ASU is effective for fiscal years beginning after December 15, 2021. beginning after December 15, 2021. The Company adopted this ASU on a modified retrospective basis in the first quarter of 2022, effective as of The Company adopted this ASU on a modified retrospective basis in the first quarter of 2022, effective as of January 1, 2022. As a result of the adoption, long-term debt increased $81.7 million, additional paid-in capital decreased January 1, 2022. As a result of the adoption, long-term debt increased $81.7 million, additional paid-in capital decreased $114.6 million, deferred tax liabilities decreased $22.1 million, and the Company recorded a cumulative-effect adjustment to $114.6 million, deferred tax liabilities decreased $22.1 million, and the Company recorded a cumulative-effect adjustment to opening accumulated deficit of $32.8 million. Adoption of this ASU requires the use of the if-converted method for all opening accumulated deficit of $32.8 million. Adoption of this ASU requires the use of the if-converted method for all convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share settlement of the convertible notes, if the effective is more dilutive. There was no impact to the number of potentially dilutive settlement of the convertible notes, if the effective is more dilutive. There was no impact to the number of potentially dilutive shares as a result of the adoption. Adoption of this standard did not have a material impact on the Company’s liquidity or cash shares as a result of the adoption. Adoption of this standard did not have a material impact on the Company’s liquidity or cash flows. flows. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU is intended to provide optional expedients and exceptions for Reference Rate Reform on Financial Reporting. This ASU is intended to provide optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, to ease the potential accounting and financial reporting burden associated with the expected market transition from the London Interbank potential accounting and financial reporting burden associated with the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of the Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU may be applied as of the beginning of any interim period that includes its effective date (i.e., March 12, 2020) through December 31, 2022. On beginning of any interim period that includes its effective date (i.e., March 12, 2020) through December 31, 2022. On December 21, 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of December 21, 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU defers the sunset date from December 31, 2022 to December 31, 2024 and is effective immediately. The Topic 848. This ASU defers the sunset date from December 31, 2022 to December 31, 2024 and is effective immediately. The Company will adopt the standard when LIBOR is discontinued and does not expect the adoption of this standard to have a Company will adopt the standard when LIBOR is discontinued and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. material impact on its consolidated financial statements and related disclosures. In March 2022, the FASB issued ASU No 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt In March 2022, the FASB issued ASU No 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted ASU 2016-13 and enhances the disclosure requirements for certain loan refinancings when creditors that have adopted ASU 2016-13 and enhances the disclosure requirements for certain loan refinancings when borrowers are experiencing financial difficulty. In addition, the ASU requires the disclosure of current-period gross write-offs borrowers are experiencing financial difficulty. In addition, the ASU requires the disclosure of current-period gross write-offs for financing receivables by year of origination in the vintage disclosures. This ASU is effective for fiscal years beginning after for financing receivables by year of origination in the vintage disclosures. This ASU is effective for fiscal years beginning after December 15, 2022. The Company is evaluating the impact of the new guidance on its disclosures but does not expect there to December 15, 2022. The Company is evaluating the impact of the new guidance on its disclosures but does not expect there to be a material impact on its consolidated financial statements. be a material impact on its consolidated financial statements. 3. 3. Business Combination Business Combination On November 16, 2021, pursuant to the Membership Interest Purchase Agreement, dated June 28, 2021 (the “Purchase On November 16, 2021, pursuant to the Membership Interest Purchase Agreement, dated June 28, 2021 (the “Purchase Agreement”), by and among the Company, edX Inc., a Massachusetts nonprofit corporation (“edX Inc.”) and edX LLC (f/k/a Agreement”), by and among the Company, edX Inc., a Massachusetts nonprofit corporation (“edX Inc.”) and edX LLC (f/k/a Circuit Sub LLC), a Delaware limited liability company and a wholly owned subsidiary of edX Inc. (“edX”), edX Inc. Circuit Sub LLC), a Delaware limited liability company and a wholly owned subsidiary of edX Inc. (“edX”), edX Inc. contributed substantially all of its assets to edX and the Company acquired 100% of the outstanding membership interests of contributed substantially all of its assets to edX and the Company acquired 100% of the outstanding membership interests of edX (the “edX Acquisition”) including the edX brand, website, and marketplace. edX (the “edX Acquisition”) including the edX brand, website, and marketplace. The total preliminary purchase price was $773.0 million in cash consideration, of which $23.0 million was distributed to an The total preliminary purchase price was $773.0 million in cash consideration, of which $23.0 million was distributed to an escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. As of December 31, 2022, escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. As of December 31, 2022, $8.4 million remained in escrow. During the year ended December 31, 2022, the Company recorded working capital $8.4 million remained in escrow. During the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, reducing the final purchase price to $768.0 million. adjustments of $5.0 million, reducing the final purchase price to $768.0 million. The transaction was accounted for under the acquisition method of accounting and revenue and operating expense have The transaction was accounted for under the acquisition method of accounting and revenue and operating expense have been included in the Company’s consolidated statement of operations since the date of acquisition. The Company recorded been included in the Company’s consolidated statement of operations since the date of acquisition. The Company recorded $14.8 million and $0.3 million of acquisition costs in general and administrative expense related to this acquisition during the $14.8 million and $0.3 million of acquisition costs in general and administrative expense related to this acquisition during the years ended December 31, 2021 and 2020, respectively. years ended December 31, 2021 and 2020, respectively. 80 80 81 81 Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The following table summarizes the final purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the year ended December 31, 2022. EstimatedUseful Life (in years)Purchase PriceAllocation (in thousands)Cash and cash equivalents $ 11,901 Accounts receivable 6,608 Prepaid expenses and other assets 13,098 Property and equipment, net 529 Right-of-use assets 2,355 Other assets, non-current 572 Accounts payable and accrued expenses (10,057) Deferred revenue (16,408) Lease liability (2,512) Other liabilities (32,981) Intangible assets: Developed technology3 15,400 University client relationships10 104,000 Enterprise client relationships10 14,300 Trade namesindefinite 255,000 Goodwill 406,204 $ 768,009 Of the total purchase price, the Company allocated $255.0 million and $133.7 million to indefinite-lived intangibles and definite-lived intangibles, respectively. The estimated values of the definite-lived intangibles is being amortized on a straight-line basis over the estimated useful lives. The methodologies utilized to determine the estimated fair values of the acquired intangible assets are Level 3 measurements.The acquired indefinite-lived intangible asset represents the established edX trade name that the Company expects to be the primary brand for the Company’s marketplace, educational offerings and services. Acquired client relationships represent agreements with existing clients as of the acquisition date. The fair values of the trade name and the client relationships were determined using the discounted cash flow method. Under this method, the Company’s significant assumptions and estimates included expected future cash flows and the weighted-average cost of capital. The acquired developed technology represents technology that had reached technological feasibility and for which development had been completed as of the date of the edX Acquisition. The Company utilized the relief-from-royalty valuation method to value the acquired technology. Under this method, the Company’s significant assumptions and estimates included an estimated market royalty rate, remaining useful life, future revenue, and a rate of return utilized in the determination of a discounted present value. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and operating synergies anticipated upon the integration of the operations of the Company and edX. The goodwill is expected to be deductible for tax purposes. Refer to Note 5 for details.2U, Inc.Notes to Consolidated Financial Statements82The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the years ended December 31, 2021 and 2020, as if the acquisition of edX had occurred on January 1, 2020.Year EndedDecember 31,20212020(in thousands)Pro forma revenue$ 985,016 $ 818,700 Pro forma net loss$ (273,889) $ (323,277) Pro forma net loss per share, basic and diluted$ (3.67) $ (4.81) 4.Property and Equipment, NetThe following table presents the components of property and equipment, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Computer hardware$ 8,392 $ 9,454 Furniture and office equipment 9,453 16,739 Leasehold improvements 67,188 57,972 Leasehold improvements in process 4,631 5,667 Total 89,664 89,832 Accumulated depreciation and amortization (43,809) (41,182) Property and equipment, net$ 45,855 $ 48,650 Depreciation expense of property and equipment was $11.3 million, $12.5 million and $13.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.2U, Inc.Notes to Consolidated Financial Statements83Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The following table summarizes the final purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the year ended December 31, 2022. EstimatedUseful Life (in years)Purchase PriceAllocation (in thousands)Cash and cash equivalents $ 11,901 Accounts receivable 6,608 Prepaid expenses and other assets 13,098 Property and equipment, net 529 Right-of-use assets 2,355 Other assets, non-current 572 Accounts payable and accrued expenses (10,057) Deferred revenue (16,408) Lease liability (2,512) Other liabilities (32,981) Intangible assets: Developed technology3 15,400 University client relationships10 104,000 Enterprise client relationships10 14,300 Trade namesindefinite 255,000 Goodwill 406,204 $ 768,009 Of the total purchase price, the Company allocated $255.0 million and $133.7 million to indefinite-lived intangibles and definite-lived intangibles, respectively. The estimated values of the definite-lived intangibles is being amortized on a straight-line basis over the estimated useful lives. The methodologies utilized to determine the estimated fair values of the acquired intangible assets are Level 3 measurements.The acquired indefinite-lived intangible asset represents the established edX trade name that the Company expects to be the primary brand for the Company’s marketplace, educational offerings and services. Acquired client relationships represent agreements with existing clients as of the acquisition date. The fair values of the trade name and the client relationships were determined using the discounted cash flow method. Under this method, the Company’s significant assumptions and estimates included expected future cash flows and the weighted-average cost of capital. The acquired developed technology represents technology that had reached technological feasibility and for which development had been completed as of the date of the edX Acquisition. The Company utilized the relief-from-royalty valuation method to value the acquired technology. Under this method, the Company’s significant assumptions and estimates included an estimated market royalty rate, remaining useful life, future revenue, and a rate of return utilized in the determination of a discounted present value. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and operating synergies anticipated upon the integration of the operations of the Company and edX. The goodwill is expected to be deductible for tax purposes. Refer to Note 5 for details.2U, Inc.Notes to Consolidated Financial Statements82The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the years ended December 31, 2021 and 2020, as if the acquisition of edX had occurred on January 1, 2020.Year EndedDecember 31,20212020(in thousands)Pro forma revenue$ 985,016 $ 818,700 Pro forma net loss$ (273,889) $ (323,277) Pro forma net loss per share, basic and diluted$ (3.67) $ (4.81) 4.Property and Equipment, NetThe following table presents the components of property and equipment, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Computer hardware$ 8,392 $ 9,454 Furniture and office equipment 9,453 16,739 Leasehold improvements 67,188 57,972 Leasehold improvements in process 4,631 5,667 Total 89,664 89,832 Accumulated depreciation and amortization (43,809) (41,182) Property and equipment, net$ 45,855 $ 48,650 Depreciation expense of property and equipment was $11.3 million, $12.5 million and $13.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.2U, Inc.Notes to Consolidated Financial Statements83 Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The following table summarizes the final purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the year ended December 31, 2022. EstimatedUseful Life (in years)Purchase PriceAllocation (in thousands)Cash and cash equivalents $ 11,901 Accounts receivable 6,608 Prepaid expenses and other assets 13,098 Property and equipment, net 529 Right-of-use assets 2,355 Other assets, non-current 572 Accounts payable and accrued expenses (10,057) Deferred revenue (16,408) Lease liability (2,512) Other liabilities (32,981) Intangible assets: Developed technology3 15,400 University client relationships10 104,000 Enterprise client relationships10 14,300 Trade namesindefinite 255,000 Goodwill 406,204 $ 768,009 Of the total purchase price, the Company allocated $255.0 million and $133.7 million to indefinite-lived intangibles and definite-lived intangibles, respectively. The estimated values of the definite-lived intangibles is being amortized on a straight-line basis over the estimated useful lives. The methodologies utilized to determine the estimated fair values of the acquired intangible assets are Level 3 measurements.The acquired indefinite-lived intangible asset represents the established edX trade name that the Company expects to be the primary brand for the Company’s marketplace, educational offerings and services. Acquired client relationships represent agreements with existing clients as of the acquisition date. The fair values of the trade name and the client relationships were determined using the discounted cash flow method. Under this method, the Company’s significant assumptions and estimates included expected future cash flows and the weighted-average cost of capital. The acquired developed technology represents technology that had reached technological feasibility and for which development had been completed as of the date of the edX Acquisition. The Company utilized the relief-from-royalty valuation method to value the acquired technology. Under this method, the Company’s significant assumptions and estimates included an estimated market royalty rate, remaining useful life, future revenue, and a rate of return utilized in the determination of a discounted present value. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and operating synergies anticipated upon the integration of the operations of the Company and edX. The goodwill is expected to be deductible for tax purposes. Refer to Note 5 for details.2U, Inc.Notes to Consolidated Financial Statements82The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the years ended December 31, 2021 and 2020, as if the acquisition of edX had occurred on January 1, 2020.Year EndedDecember 31,20212020(in thousands)Pro forma revenue$ 985,016 $ 818,700 Pro forma net loss$ (273,889) $ (323,277) Pro forma net loss per share, basic and diluted$ (3.67) $ (4.81) 4.Property and Equipment, NetThe following table presents the components of property and equipment, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Computer hardware$ 8,392 $ 9,454 Furniture and office equipment 9,453 16,739 Leasehold improvements 67,188 57,972 Leasehold improvements in process 4,631 5,667 Total 89,664 89,832 Accumulated depreciation and amortization (43,809) (41,182) Property and equipment, net$ 45,855 $ 48,650 Depreciation expense of property and equipment was $11.3 million, $12.5 million and $13.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.2U, Inc.Notes to Consolidated Financial Statements83Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The following table summarizes the final purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the year ended December 31, 2022. EstimatedUseful Life (in years)Purchase PriceAllocation (in thousands)Cash and cash equivalents $ 11,901 Accounts receivable 6,608 Prepaid expenses and other assets 13,098 Property and equipment, net 529 Right-of-use assets 2,355 Other assets, non-current 572 Accounts payable and accrued expenses (10,057) Deferred revenue (16,408) Lease liability (2,512) Other liabilities (32,981) Intangible assets: Developed technology3 15,400 University client relationships10 104,000 Enterprise client relationships10 14,300 Trade namesindefinite 255,000 Goodwill 406,204 $ 768,009 Of the total purchase price, the Company allocated $255.0 million and $133.7 million to indefinite-lived intangibles and definite-lived intangibles, respectively. The estimated values of the definite-lived intangibles is being amortized on a straight-line basis over the estimated useful lives. The methodologies utilized to determine the estimated fair values of the acquired intangible assets are Level 3 measurements.The acquired indefinite-lived intangible asset represents the established edX trade name that the Company expects to be the primary brand for the Company’s marketplace, educational offerings and services. Acquired client relationships represent agreements with existing clients as of the acquisition date. The fair values of the trade name and the client relationships were determined using the discounted cash flow method. Under this method, the Company’s significant assumptions and estimates included expected future cash flows and the weighted-average cost of capital. The acquired developed technology represents technology that had reached technological feasibility and for which development had been completed as of the date of the edX Acquisition. The Company utilized the relief-from-royalty valuation method to value the acquired technology. Under this method, the Company’s significant assumptions and estimates included an estimated market royalty rate, remaining useful life, future revenue, and a rate of return utilized in the determination of a discounted present value. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and operating synergies anticipated upon the integration of the operations of the Company and edX. The goodwill is expected to be deductible for tax purposes. Refer to Note 5 for details.2U, Inc.Notes to Consolidated Financial Statements82The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the years ended December 31, 2021 and 2020, as if the acquisition of edX had occurred on January 1, 2020.Year EndedDecember 31,20212020(in thousands)Pro forma revenue$ 985,016 $ 818,700 Pro forma net loss$ (273,889) $ (323,277) Pro forma net loss per share, basic and diluted$ (3.67) $ (4.81) 4.Property and Equipment, NetThe following table presents the components of property and equipment, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Computer hardware$ 8,392 $ 9,454 Furniture and office equipment 9,453 16,739 Leasehold improvements 67,188 57,972 Leasehold improvements in process 4,631 5,667 Total 89,664 89,832 Accumulated depreciation and amortization (43,809) (41,182) Property and equipment, net$ 45,855 $ 48,650 Depreciation expense of property and equipment was $11.3 million, $12.5 million and $13.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.2U, Inc.Notes to Consolidated Financial Statements83 5.Goodwill and Intangible AssetsThe following tables present the changes in the carrying amount of goodwill by reportable segment on the Company’s consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additions*Foreign Currency Translation AdjustmentsBalance as of December 31, 2021 (in thousands)Alternative Credential SegmentGross goodwill$ 486,209 $ — $ (4,843) $ 481,366 Accumulated impairments (70,379) — — (70,379) Net goodwill 415,830 — (4,843) 410,987 Unallocated goodwill$ — $ 423,552 $ — $ 423,552 TotalGross goodwill$ 486,209 $ 423,552 $ (4,843) $ 904,918 Accumulated impairments (70,379) — — (70,379) Net goodwill$ 415,830 $ 423,552 $ (4,843) $ 834,539 *See Note 3 for a discussion of the edX Acquisition. Balance as of December 31, 2021AllocationsAdjustmentsImpairment ChargesForeign Currency Translation AdjustmentsBalance as of December 31, 2022 (in thousands)Degree Program SegmentGross goodwill$ — $ 198,378 $ (5,919) $ — $ — $ 192,459 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,919) — — 192,459 Alternative Credential SegmentGross goodwill$ 481,366 $ 225,174 $ (11,429) $ — $ (3,580) $ 691,531 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (11,429) (78,991) (3,580) 542,161 Unallocated goodwill$ 423,552 $ (423,552) $ — $ — $ — $ — TotalGross goodwill$ 904,918 $ — $ (17,348) $ — $ (3,580) $ 883,990 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill$ 834,539 $ — $ (17,348) $ (78,991) $ (3,580) $ 734,620 2U, Inc.Notes to Consolidated Financial Statements84During the first quarter of 2022, the Company completed the allocation of the preliminary goodwill balance resulting from the edX Acquisition to the Company’s reporting units. The goodwill was assigned to the reporting units that are expected to drive synergies from the acquisition, which is each of the Company’s four reporting units. In addition, during the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, adjustments to the preliminary valuation of acquired assets and assumed liabilities of edX of $12.3 million, and goodwill impairment charges of $79.0 million. Refer to Note 2 for further information about the goodwill impairment charges.The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022December 31, 2021 EstimatedAverage UsefulLife (in years)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount (in thousands)Definite-lived intangible assetsCapitalized technology3-5$ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets$ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 2022December 31, 2021 GrossCarryingAmountAccumulatedImpairments*NetCarryingAmountGrossCarryingAmountAccumulatedImpairmentsNetCarryingAmount (in thousands)Indefinite-lived intangible assetsTrade names 255,000 (59,300) $ 195,700 $ 255,000 $ — $ 255,000 Total indefinite-lived intangible assets$ 255,000 $ (59,300) $ 195,700 $ 255,000 $ — $ 255,000 *During the first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.The amounts presented in the table above include $53.9 million and $46.3 million of in process capitalized technology and content development as of December 31, 2022 and December 31, 2021, respectively. 2U, Inc.Notes to Consolidated Financial Statements855.Goodwill and Intangible AssetsThe following tables present the changes in the carrying amount of goodwill by reportable segment on the Company’s consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additions*Foreign Currency Translation AdjustmentsBalance as of December 31, 2021 (in thousands)Alternative Credential SegmentGross goodwill$ 486,209 $ — $ (4,843) $ 481,366 Accumulated impairments (70,379) — — (70,379) Net goodwill 415,830 — (4,843) 410,987 Unallocated goodwill$ — $ 423,552 $ — $ 423,552 TotalGross goodwill$ 486,209 $ 423,552 $ (4,843) $ 904,918 Accumulated impairments (70,379) — — (70,379) Net goodwill$ 415,830 $ 423,552 $ (4,843) $ 834,539 *See Note 3 for a discussion of the edX Acquisition. Balance as of December 31, 2021AllocationsAdjustmentsImpairment ChargesForeign Currency Translation AdjustmentsBalance as of December 31, 2022 (in thousands)Degree Program SegmentGross goodwill$ — $ 198,378 $ (5,919) $ — $ — $ 192,459 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,919) — — 192,459 Alternative Credential SegmentGross goodwill$ 481,366 $ 225,174 $ (11,429) $ — $ (3,580) $ 691,531 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (11,429) (78,991) (3,580) 542,161 Unallocated goodwill$ 423,552 $ (423,552) $ — $ — $ — $ — TotalGross goodwill$ 904,918 $ — $ (17,348) $ — $ (3,580) $ 883,990 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill$ 834,539 $ — $ (17,348) $ (78,991) $ (3,580) $ 734,620 2U, Inc.Notes to Consolidated Financial Statements84During the first quarter of 2022, the Company completed the allocation of the preliminary goodwill balance resulting from the edX Acquisition to the Company’s reporting units. The goodwill was assigned to the reporting units that are expected to drive synergies from the acquisition, which is each of the Company’s four reporting units. In addition, during the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, adjustments to the preliminary valuation of acquired assets and assumed liabilities of edX of $12.3 million, and goodwill impairment charges of $79.0 million. Refer to Note 2 for further information about the goodwill impairment charges.The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022December 31, 2021 EstimatedAverage UsefulLife (in years)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount (in thousands)Definite-lived intangible assetsCapitalized technology3-5$ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets$ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 2022December 31, 2021 GrossCarryingAmountAccumulatedImpairments*NetCarryingAmountGrossCarryingAmountAccumulatedImpairmentsNetCarryingAmount (in thousands)Indefinite-lived intangible assetsTrade names 255,000 (59,300) $ 195,700 $ 255,000 $ — $ 255,000 Total indefinite-lived intangible assets$ 255,000 $ (59,300) $ 195,700 $ 255,000 $ — $ 255,000 *During the first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.The amounts presented in the table above include $53.9 million and $46.3 million of in process capitalized technology and content development as of December 31, 2022 and December 31, 2021, respectively. 2U, Inc.Notes to Consolidated Financial Statements85 5.Goodwill and Intangible AssetsThe following tables present the changes in the carrying amount of goodwill by reportable segment on the Company’s consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additions*Foreign Currency Translation AdjustmentsBalance as of December 31, 2021 (in thousands)Alternative Credential SegmentGross goodwill$ 486,209 $ — $ (4,843) $ 481,366 Accumulated impairments (70,379) — — (70,379) Net goodwill 415,830 — (4,843) 410,987 Unallocated goodwill$ — $ 423,552 $ — $ 423,552 TotalGross goodwill$ 486,209 $ 423,552 $ (4,843) $ 904,918 Accumulated impairments (70,379) — — (70,379) Net goodwill$ 415,830 $ 423,552 $ (4,843) $ 834,539 *See Note 3 for a discussion of the edX Acquisition. Balance as of December 31, 2021AllocationsAdjustmentsImpairment ChargesForeign Currency Translation AdjustmentsBalance as of December 31, 2022 (in thousands)Degree Program SegmentGross goodwill$ — $ 198,378 $ (5,919) $ — $ — $ 192,459 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,919) — — 192,459 Alternative Credential SegmentGross goodwill$ 481,366 $ 225,174 $ (11,429) $ — $ (3,580) $ 691,531 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (11,429) (78,991) (3,580) 542,161 Unallocated goodwill$ 423,552 $ (423,552) $ — $ — $ — $ — TotalGross goodwill$ 904,918 $ — $ (17,348) $ — $ (3,580) $ 883,990 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill$ 834,539 $ — $ (17,348) $ (78,991) $ (3,580) $ 734,620 2U, Inc.Notes to Consolidated Financial Statements84During the first quarter of 2022, the Company completed the allocation of the preliminary goodwill balance resulting from the edX Acquisition to the Company’s reporting units. The goodwill was assigned to the reporting units that are expected to drive synergies from the acquisition, which is each of the Company’s four reporting units. In addition, during the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, adjustments to the preliminary valuation of acquired assets and assumed liabilities of edX of $12.3 million, and goodwill impairment charges of $79.0 million. Refer to Note 2 for further information about the goodwill impairment charges.The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022December 31, 2021 EstimatedAverage UsefulLife (in years)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount (in thousands)Definite-lived intangible assetsCapitalized technology3-5$ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets$ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 2022December 31, 2021 GrossCarryingAmountAccumulatedImpairments*NetCarryingAmountGrossCarryingAmountAccumulatedImpairmentsNetCarryingAmount (in thousands)Indefinite-lived intangible assetsTrade names 255,000 (59,300) $ 195,700 $ 255,000 $ — $ 255,000 Total indefinite-lived intangible assets$ 255,000 $ (59,300) $ 195,700 $ 255,000 $ — $ 255,000 *During the first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.The amounts presented in the table above include $53.9 million and $46.3 million of in process capitalized technology and content development as of December 31, 2022 and December 31, 2021, respectively. 2U, Inc.Notes to Consolidated Financial Statements855.Goodwill and Intangible AssetsThe following tables present the changes in the carrying amount of goodwill by reportable segment on the Company’s consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additions*Foreign Currency Translation AdjustmentsBalance as of December 31, 2021 (in thousands)Alternative Credential SegmentGross goodwill$ 486,209 $ — $ (4,843) $ 481,366 Accumulated impairments (70,379) — — (70,379) Net goodwill 415,830 — (4,843) 410,987 Unallocated goodwill$ — $ 423,552 $ — $ 423,552 TotalGross goodwill$ 486,209 $ 423,552 $ (4,843) $ 904,918 Accumulated impairments (70,379) — — (70,379) Net goodwill$ 415,830 $ 423,552 $ (4,843) $ 834,539 *See Note 3 for a discussion of the edX Acquisition. Balance as of December 31, 2021AllocationsAdjustmentsImpairment ChargesForeign Currency Translation AdjustmentsBalance as of December 31, 2022 (in thousands)Degree Program SegmentGross goodwill$ — $ 198,378 $ (5,919) $ — $ — $ 192,459 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,919) — — 192,459 Alternative Credential SegmentGross goodwill$ 481,366 $ 225,174 $ (11,429) $ — $ (3,580) $ 691,531 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (11,429) (78,991) (3,580) 542,161 Unallocated goodwill$ 423,552 $ (423,552) $ — $ — $ — $ — TotalGross goodwill$ 904,918 $ — $ (17,348) $ — $ (3,580) $ 883,990 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill$ 834,539 $ — $ (17,348) $ (78,991) $ (3,580) $ 734,620 2U, Inc.Notes to Consolidated Financial Statements84During the first quarter of 2022, the Company completed the allocation of the preliminary goodwill balance resulting from the edX Acquisition to the Company’s reporting units. The goodwill was assigned to the reporting units that are expected to drive synergies from the acquisition, which is each of the Company’s four reporting units. In addition, during the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, adjustments to the preliminary valuation of acquired assets and assumed liabilities of edX of $12.3 million, and goodwill impairment charges of $79.0 million. Refer to Note 2 for further information about the goodwill impairment charges.The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022December 31, 2021 EstimatedAverage UsefulLife (in years)GrossCarryingAmountAccumulatedAmortizationNetCarryingAmountGrossCarryingAmountAccumulatedAmortizationNetCarryingAmount (in thousands)Definite-lived intangible assetsCapitalized technology3-5$ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets$ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 2022December 31, 2021 GrossCarryingAmountAccumulatedImpairments*NetCarryingAmountGrossCarryingAmountAccumulatedImpairmentsNetCarryingAmount (in thousands)Indefinite-lived intangible assetsTrade names 255,000 (59,300) $ 195,700 $ 255,000 $ — $ 255,000 Total indefinite-lived intangible assets$ 255,000 $ (59,300) $ 195,700 $ 255,000 $ — $ 255,000 *During the first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.The amounts presented in the table above include $53.9 million and $46.3 million of in process capitalized technology and content development as of December 31, 2022 and December 31, 2021, respectively. 2U, Inc.Notes to Consolidated Financial Statements85 The Company recorded amortization expense related to amortizable intangible assets of $116.9 million, $95.9 million and $83.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of December 31, 2022.Future Amortization Expense(in thousands)2023$ 80,472 2024 64,893 2025 44,296 2026 30,516 2027 22,247 Thereafter 57,782 Total$ 300,206 2U, Inc.Notes to Consolidated Financial Statements866. Other Balance Sheet DetailsPrepaid expenses and other assetsAs of December 31, 2022 and 2021, the Company had balances of $20.5 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the consolidated balance sheets.Other Assets, Non-currentAs of December 31, 2022 and 2021, the Company had balances of $9.3 million and $7.0 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three to five years. The Company incurred $2.3 million, $2.4 million, and $1.3 million of such amortization for the years ended December 31, 2022, 2021, and 2020, respectively.Accounts Payable and Accrued ExpensesThe following table presents the components of accounts payable and accrued expenses on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Accrued university and instructional staff compensation$ 30,807 $ 36,806 Accrued marketing expenses 15,988 26,469 Accrued transaction and integration expenses 464 4,072 Accrued compensation and related benefits 16,213 49,143 Accounts payable and other accrued expenses 46,548 48,233 Total accounts payable and accrued expenses$ 110,020 $ 164,723 Other Current LiabilitiesAs of December 31, 2022 and 2021, the Company had balances of $14.7 million and $21.9 million, respectively, within other current liabilities on the consolidated balance sheets, which represent proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client.In response to COVID-19, various government programs have been announced to provide financial relief for affected businesses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted in the United States on March 27, 2020, the Company is allowed to defer payment of the employer’s share of Social Security taxes incurred from March 27, 2020 through December 31, 2020. In addition, the CARES Act provides eligible employers with an employee retention tax credit for employees whose services were impacted by COVID-19. As of December 31, 2021, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million and is recorded within other current liabilities on the consolidated balance sheets. These payroll taxes were paid in the fourth quarter of 2022.2U, Inc.Notes to Consolidated Financial Statements87The Company recorded amortization expense related to amortizable intangible assets of $116.9 million, $95.9 million and $83.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of December 31, 2022.Future Amortization Expense(in thousands)2023$ 80,472 2024 64,893 2025 44,296 2026 30,516 2027 22,247 Thereafter 57,782 Total$ 300,206 2U, Inc.Notes to Consolidated Financial Statements866. Other Balance Sheet DetailsPrepaid expenses and other assetsAs of December 31, 2022 and 2021, the Company had balances of $20.5 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the consolidated balance sheets.Other Assets, Non-currentAs of December 31, 2022 and 2021, the Company had balances of $9.3 million and $7.0 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three to five years. The Company incurred $2.3 million, $2.4 million, and $1.3 million of such amortization for the years ended December 31, 2022, 2021, and 2020, respectively.Accounts Payable and Accrued ExpensesThe following table presents the components of accounts payable and accrued expenses on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Accrued university and instructional staff compensation$ 30,807 $ 36,806 Accrued marketing expenses 15,988 26,469 Accrued transaction and integration expenses 464 4,072 Accrued compensation and related benefits 16,213 49,143 Accounts payable and other accrued expenses 46,548 48,233 Total accounts payable and accrued expenses$ 110,020 $ 164,723 Other Current LiabilitiesAs of December 31, 2022 and 2021, the Company had balances of $14.7 million and $21.9 million, respectively, within other current liabilities on the consolidated balance sheets, which represent proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client.In response to COVID-19, various government programs have been announced to provide financial relief for affected businesses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted in the United States on March 27, 2020, the Company is allowed to defer payment of the employer’s share of Social Security taxes incurred from March 27, 2020 through December 31, 2020. In addition, the CARES Act provides eligible employers with an employee retention tax credit for employees whose services were impacted by COVID-19. As of December 31, 2021, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million and is recorded within other current liabilities on the consolidated balance sheets. These payroll taxes were paid in the fourth quarter of 2022.2U, Inc.Notes to Consolidated Financial Statements87 The Company recorded amortization expense related to amortizable intangible assets of $116.9 million, $95.9 million and $83.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of December 31, 2022.Future Amortization Expense(in thousands)2023$ 80,472 2024 64,893 2025 44,296 2026 30,516 2027 22,247 Thereafter 57,782 Total$ 300,206 2U, Inc.Notes to Consolidated Financial Statements866. Other Balance Sheet DetailsPrepaid expenses and other assetsAs of December 31, 2022 and 2021, the Company had balances of $20.5 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the consolidated balance sheets.Other Assets, Non-currentAs of December 31, 2022 and 2021, the Company had balances of $9.3 million and $7.0 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three to five years. The Company incurred $2.3 million, $2.4 million, and $1.3 million of such amortization for the years ended December 31, 2022, 2021, and 2020, respectively.Accounts Payable and Accrued ExpensesThe following table presents the components of accounts payable and accrued expenses on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Accrued university and instructional staff compensation$ 30,807 $ 36,806 Accrued marketing expenses 15,988 26,469 Accrued transaction and integration expenses 464 4,072 Accrued compensation and related benefits 16,213 49,143 Accounts payable and other accrued expenses 46,548 48,233 Total accounts payable and accrued expenses$ 110,020 $ 164,723 Other Current LiabilitiesAs of December 31, 2022 and 2021, the Company had balances of $14.7 million and $21.9 million, respectively, within other current liabilities on the consolidated balance sheets, which represent proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client.In response to COVID-19, various government programs have been announced to provide financial relief for affected businesses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted in the United States on March 27, 2020, the Company is allowed to defer payment of the employer’s share of Social Security taxes incurred from March 27, 2020 through December 31, 2020. In addition, the CARES Act provides eligible employers with an employee retention tax credit for employees whose services were impacted by COVID-19. As of December 31, 2021, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million and is recorded within other current liabilities on the consolidated balance sheets. These payroll taxes were paid in the fourth quarter of 2022.2U, Inc.Notes to Consolidated Financial Statements87The Company recorded amortization expense related to amortizable intangible assets of $116.9 million, $95.9 million and $83.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of December 31, 2022.Future Amortization Expense(in thousands)2023$ 80,472 2024 64,893 2025 44,296 2026 30,516 2027 22,247 Thereafter 57,782 Total$ 300,206 2U, Inc.Notes to Consolidated Financial Statements866. Other Balance Sheet DetailsPrepaid expenses and other assetsAs of December 31, 2022 and 2021, the Company had balances of $20.5 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the consolidated balance sheets.Other Assets, Non-currentAs of December 31, 2022 and 2021, the Company had balances of $9.3 million and $7.0 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three to five years. The Company incurred $2.3 million, $2.4 million, and $1.3 million of such amortization for the years ended December 31, 2022, 2021, and 2020, respectively.Accounts Payable and Accrued ExpensesThe following table presents the components of accounts payable and accrued expenses on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Accrued university and instructional staff compensation$ 30,807 $ 36,806 Accrued marketing expenses 15,988 26,469 Accrued transaction and integration expenses 464 4,072 Accrued compensation and related benefits 16,213 49,143 Accounts payable and other accrued expenses 46,548 48,233 Total accounts payable and accrued expenses$ 110,020 $ 164,723 Other Current LiabilitiesAs of December 31, 2022 and 2021, the Company had balances of $14.7 million and $21.9 million, respectively, within other current liabilities on the consolidated balance sheets, which represent proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client.In response to COVID-19, various government programs have been announced to provide financial relief for affected businesses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted in the United States on March 27, 2020, the Company is allowed to defer payment of the employer’s share of Social Security taxes incurred from March 27, 2020 through December 31, 2020. In addition, the CARES Act provides eligible employers with an employee retention tax credit for employees whose services were impacted by COVID-19. As of December 31, 2021, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million and is recorded within other current liabilities on the consolidated balance sheets. These payroll taxes were paid in the fourth quarter of 2022.2U, Inc.Notes to Consolidated Financial Statements87 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 7. 7. Commitments and Contingencies Commitments and Contingencies Legal Contingencies Legal Contingencies The Company is involved in various claims and legal proceedings arising in the ordinary course of business. The Company The Company is involved in various claims and legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. While the Company does not accrues a liability when a loss is considered probable and the amount can be reasonably estimated. While the Company does not expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below, if expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below, if decided adversely), individually or in the aggregate, will have a material adverse effect on its financial position, an unfavorable decided adversely), individually or in the aggregate, will have a material adverse effect on its financial position, an unfavorable outcome in some or all of these proceedings could have a material adverse impact on the results of operations or cash flows for outcome in some or all of these proceedings could have a material adverse impact on the results of operations or cash flows for a particular period. This assessment is based on the Company’s current understanding of relevant facts and circumstances. With a particular period. This assessment is based on the Company’s current understanding of relevant facts and circumstances. With respect to current legal proceedings, the Company does not believe it is probable a material loss exceeding amounts already respect to current legal proceedings, the Company does not believe it is probable a material loss exceeding amounts already recognized has been incurred as of the date of the balance sheets presented herein. As such, the Company’s view of these recognized has been incurred as of the date of the balance sheets presented herein. As such, the Company’s view of these matters is subject to inherent uncertainties and may change in the future. matters is subject to inherent uncertainties and may change in the future. In re 2U, Inc., Securities Class Action In re 2U, Inc., Securities Class Action On August 7 and 9, 2019, Aaron Harper and Anne M. Chinn filed putative class action complaints against the Company, On August 7 and 9, 2019, Aaron Harper and Anne M. Chinn filed putative class action complaints against the Company, Christopher J. Paucek, the Company’s CEO, and Catherine A. Graham, the Company’s former CFO, in the United States Christopher J. Paucek, the Company’s CEO, and Catherine A. Graham, the Company’s former CFO, in the United States District Court for the Southern District of New York, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and District Court for the Southern District of New York, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, based upon allegedly false and misleading statements regarding the Company’s business Rule 10b-5 promulgated thereunder, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. The district court transferred the cases to the United States District Court for the District of prospects and financial projections. The district court transferred the cases to the United States District Court for the District of Maryland, consolidated them under docket number 8:19-cv-3455 (D. Md.), and appointed Fiyyaz Pirani as the lead plaintiff in Maryland, consolidated them under docket number 8:19-cv-3455 (D. Md.), and appointed Fiyyaz Pirani as the lead plaintiff in the consolidated action. On July 30, 2020, Mr. Pirani filed a consolidated class action complaint (“CAC”), adding Harsha the consolidated action. On July 30, 2020, Mr. Pirani filed a consolidated class action complaint (“CAC”), adding Harsha Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, as a defendant. The CAC also Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, as a defendant. The CAC also asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, against Mr. Paucek, Ms. Graham, asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, against Mr. Paucek, Ms. Graham, members of the Company’s board of directors, and the Company’s underwriters, based on allegations related to the Company’s members of the Company’s board of directors, and the Company’s underwriters, based on allegations related to the Company’s secondary stock offering on May 23, 2018. The proposed class consists of all persons who acquired the Company’s securities secondary stock offering on May 23, 2018. The proposed class consists of all persons who acquired the Company’s securities between February 26, 2018 and July 30, 2019. The parties agreed to settle the Securities Class Action for, among other things, a between February 26, 2018 and July 30, 2019. The parties agreed to settle the Securities Class Action for, among other things, a payment to the settlement class in the amount of $37.0 million (the “Settlement Amount”). The Court approved the settlement payment to the settlement class in the amount of $37.0 million (the “Settlement Amount”). The Court approved the settlement and entered final judgment on December 9, 2022. The Company’s insurance carriers paid the Settlement Amount to the and entered final judgment on December 9, 2022. The Company’s insurance carriers paid the Settlement Amount to the settlement class following the Court’s approval in mid-December 2022. settlement class following the Court’s approval in mid-December 2022. Stockholder Derivative Suits Stockholder Derivative Suits Marketing and Sales Commitments Marketing and Sales Commitments On April 30, 2020, Richard Theis filed a stockholder derivative complaint purportedly on behalf of the Company and On April 30, 2020, Richard Theis filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, and the Company’s against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, and the Company’s board of directors in the United States District Court for the Southern District of New York, with docket number 20-cv-3360. board of directors in the United States District Court for the Southern District of New York, with docket number 20-cv-3360. The complaint alleges claims for breaches of fiduciary duty, insider sales and misappropriation of information, unjust The complaint alleges claims for breaches of fiduciary duty, insider sales and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act, based upon allegedly false and misleading statements enrichment, and violations of Section 14(a) of the Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On July 22, 2020, the court entered a joint stipulation regarding the Company’s business prospects and financial projections. On July 22, 2020, the court entered a joint stipulation staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay concludes on March 24, 2023. Due to the complex nature of the legal and the parties to discuss settlement. The most recent stay concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. factual issues involved, the outcome of this matter is not presently determinable. On August 21, 2020, Thomas Lucey filed a stockholder derivative complaint purportedly on behalf of the Company and On August 21, 2020, Thomas Lucey filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of directors in the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of directors in the United States District Court for the District of Maryland, with docket number 1:20-cv-02424-GLR. The complaint alleges United States District Court for the District of Maryland, with docket number 1:20-cv-02424-GLR. The complaint alleges claims for breaches of fiduciary duty, insider trading, and contribution for alleged violations of Sections 10(b) and 21D of the claims for breaches of fiduciary duty, insider trading, and contribution for alleged violations of Sections 10(b) and 21D of the Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On September 3, 2020, the court entered a joint stipulation staying the case pending resolution of the securities projections. On September 3, 2020, the court entered a joint stipulation staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. not presently determinable. On November 30, 2020, Leo Shumacher filed a stockholder derivative complaint purportedly on behalf of the Company On November 30, 2020, Leo Shumacher filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of 88 88 89 89 directors in the Court of Chancery of the State of Delaware, with docket number 2020-1019-AGB. The complaint alleges directors in the Court of Chancery of the State of Delaware, with docket number 2020-1019-AGB. The complaint alleges claims for breaches of fiduciary duty and unjust enrichment, based upon allegedly false and misleading statements regarding the claims for breaches of fiduciary duty and unjust enrichment, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On January 6, 2021, the court entered a joint stipulation staying the Company’s business prospects and financial projections. On January 6, 2021, the court entered a joint stipulation staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay concluded on September 23, 2022. Due to the complex nature of the legal and factual discuss settlement. The most recent stay concluded on September 23, 2022. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. issues involved, the outcome of this matter is not presently determinable. On September 14, 2022, Daniel Sebagh filed a stockholder derivative complaint purportedly on behalf of the Company and On September 14, 2022, Daniel Sebagh filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, James Kenigsberg, the against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, James Kenigsberg, the Company’s former CTO, and the Company’s board of directors in the United States District Court for the District of Delaware, Company’s former CTO, and the Company’s board of directors in the United States District Court for the District of Delaware, with docket number 1:22-cv-01205-UNA. The complaint alleges claims for breaches of fiduciary duty, unjust enrichment, with docket number 1:22-cv-01205-UNA. The complaint alleges claims for breaches of fiduciary duty, unjust enrichment, waste of corporate assets, insider trading and alleged violations of Section 14(a) of the Exchange Act based upon allegedly false waste of corporate assets, insider trading and alleged violations of Section 14(a) of the Exchange Act based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On January 26, 2023, the and misleading statements regarding the Company’s business prospects and financial projections. On January 26, 2023, the court entered a joint stipulation staying the case until March 24, 2023 to allow the parties to continue to discuss settlement. Due court entered a joint stipulation staying the case until March 24, 2023 to allow the parties to continue to discuss settlement. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Favell, et al. v. University of Southern California and 2U, Inc. Consumer Class Action Favell, et al. v. University of Southern California and 2U, Inc. Consumer Class Action On December 20, 2022, Plaintiffs Iola Favell, Sue Zarnowski and Mariah Cummings filed a putative class action in the On December 20, 2022, Plaintiffs Iola Favell, Sue Zarnowski and Mariah Cummings filed a putative class action in the Superior Court of the State of California, County of Los Angeles, against the University of Southern California (“USC”) and Superior Court of the State of California, County of Los Angeles, against the University of Southern California (“USC”) and 2U, Inc. (“2U”) on behalf of “[a]ll students who were enrolled in an online graduate degree program at USC Rossier, from 2U, Inc. (“2U”) on behalf of “[a]ll students who were enrolled in an online graduate degree program at USC Rossier, from April 1, 2009 through April 27, 2022.” Compl. ¶ 135. Plaintiffs purport to allege violations of California’s Unfair Competition April 1, 2009 through April 27, 2022.” Compl. ¶ 135. Plaintiffs purport to allege violations of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17500, California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, Violations of Law, Cal. Bus. & Prof. Code § 17500, California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, Violations of Civil Code § 1770 (CLRA), and a Quasi-Contract Claim for Restitution for unjust enrichment related to the use of the USC Civil Code § 1770 (CLRA), and a Quasi-Contract Claim for Restitution for unjust enrichment related to the use of the USC Rossier school’s rankings in certain marketing materials. The claims seek declaratory relief, actual damages, incidental Rossier school’s rankings in certain marketing materials. The claims seek declaratory relief, actual damages, incidental damages, consequential damages, compensatory damages, punitive damages, and attorneys’ fees and costs. damages, consequential damages, compensatory damages, punitive damages, and attorneys’ fees and costs. On January 5, 2023, 2U was served with the Complaint. On February 3, 2023, 2U removed the case to the United On January 5, 2023, 2U was served with the Complaint. On February 3, 2023, 2U removed the case to the United States District Court for the Central District of California. 2U’s deadline to respond to the complaint is March 8, 2023. The States District Court for the Central District of California. 2U’s deadline to respond to the complaint is March 8, 2023. The Company believes that the claims are without merit and intends to vigorously defend against these claims. However, due to the Company believes that the claims are without merit and intends to vigorously defend against these claims. However, due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Certain agreements entered into between the Company and its university clients in the Degree Program Segment require Certain agreements entered into between the Company and its university clients in the Degree Program Segment require the Company to commit to meet certain staffing and spending investment thresholds related to marketing and sales activities. In the Company to commit to meet certain staffing and spending investment thresholds related to marketing and sales activities. In addition, certain agreements in the Degree Program Segment require the Company to invest up to agreed-upon levels in addition, certain agreements in the Degree Program Segment require the Company to invest up to agreed-upon levels in marketing the programs to achieve specified program performance. The Company believes it is currently in compliance with all marketing the programs to achieve specified program performance. The Company believes it is currently in compliance with all such commitments. such commitments. Future Minimum Payments to University Clients Future Minimum Payments to University Clients Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to make, payments to university clients in exchange for contract extensions and various marketing and other rights. Generally, make, payments to university clients in exchange for contract extensions and various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements 2U, Inc. 2U, Inc. 2U, Inc. 2U, Inc. Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements directors in the Court of Chancery of the State of Delaware, with docket number 2020-1019-AGB. The complaint alleges directors in the Court of Chancery of the State of Delaware, with docket number 2020-1019-AGB. The complaint alleges claims for breaches of fiduciary duty and unjust enrichment, based upon allegedly false and misleading statements regarding the claims for breaches of fiduciary duty and unjust enrichment, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On January 6, 2021, the court entered a joint stipulation staying the Company’s business prospects and financial projections. On January 6, 2021, the court entered a joint stipulation staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay concluded on September 23, 2022. Due to the complex nature of the legal and factual discuss settlement. The most recent stay concluded on September 23, 2022. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. issues involved, the outcome of this matter is not presently determinable. On September 14, 2022, Daniel Sebagh filed a stockholder derivative complaint purportedly on behalf of the Company and On September 14, 2022, Daniel Sebagh filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, James Kenigsberg, the against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, James Kenigsberg, the Company’s former CTO, and the Company’s board of directors in the United States District Court for the District of Delaware, Company’s former CTO, and the Company’s board of directors in the United States District Court for the District of Delaware, with docket number 1:22-cv-01205-UNA. The complaint alleges claims for breaches of fiduciary duty, unjust enrichment, with docket number 1:22-cv-01205-UNA. The complaint alleges claims for breaches of fiduciary duty, unjust enrichment, waste of corporate assets, insider trading and alleged violations of Section 14(a) of the Exchange Act based upon allegedly false waste of corporate assets, insider trading and alleged violations of Section 14(a) of the Exchange Act based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On January 26, 2023, the and misleading statements regarding the Company’s business prospects and financial projections. On January 26, 2023, the court entered a joint stipulation staying the case until March 24, 2023 to allow the parties to continue to discuss settlement. Due court entered a joint stipulation staying the case until March 24, 2023 to allow the parties to continue to discuss settlement. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Favell, et al. v. University of Southern California and 2U, Inc. Consumer Class Action Favell, et al. v. University of Southern California and 2U, Inc. Consumer Class Action On December 20, 2022, Plaintiffs Iola Favell, Sue Zarnowski and Mariah Cummings filed a putative class action in the On December 20, 2022, Plaintiffs Iola Favell, Sue Zarnowski and Mariah Cummings filed a putative class action in the Superior Court of the State of California, County of Los Angeles, against the University of Southern California (“USC”) and Superior Court of the State of California, County of Los Angeles, against the University of Southern California (“USC”) and 2U, Inc. (“2U”) on behalf of “[a]ll students who were enrolled in an online graduate degree program at USC Rossier, from 2U, Inc. (“2U”) on behalf of “[a]ll students who were enrolled in an online graduate degree program at USC Rossier, from April 1, 2009 through April 27, 2022.” Compl. ¶ 135. Plaintiffs purport to allege violations of California’s Unfair Competition April 1, 2009 through April 27, 2022.” Compl. ¶ 135. Plaintiffs purport to allege violations of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17500, California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, Violations of Law, Cal. Bus. & Prof. Code § 17500, California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, Violations of Civil Code § 1770 (CLRA), and a Quasi-Contract Claim for Restitution for unjust enrichment related to the use of the USC Civil Code § 1770 (CLRA), and a Quasi-Contract Claim for Restitution for unjust enrichment related to the use of the USC Rossier school’s rankings in certain marketing materials. The claims seek declaratory relief, actual damages, incidental Rossier school’s rankings in certain marketing materials. The claims seek declaratory relief, actual damages, incidental damages, consequential damages, compensatory damages, punitive damages, and attorneys’ fees and costs. damages, consequential damages, compensatory damages, punitive damages, and attorneys’ fees and costs. On January 5, 2023, 2U was served with the Complaint. On February 3, 2023, 2U removed the case to the United On January 5, 2023, 2U was served with the Complaint. On February 3, 2023, 2U removed the case to the United States District Court for the Central District of California. 2U’s deadline to respond to the complaint is March 8, 2023. The States District Court for the Central District of California. 2U’s deadline to respond to the complaint is March 8, 2023. The Company believes that the claims are without merit and intends to vigorously defend against these claims. However, due to the Company believes that the claims are without merit and intends to vigorously defend against these claims. However, due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Stockholder Derivative Suits Stockholder Derivative Suits Marketing and Sales Commitments Marketing and Sales Commitments Certain agreements entered into between the Company and its university clients in the Degree Program Segment require Certain agreements entered into between the Company and its university clients in the Degree Program Segment require the Company to commit to meet certain staffing and spending investment thresholds related to marketing and sales activities. In the Company to commit to meet certain staffing and spending investment thresholds related to marketing and sales activities. In addition, certain agreements in the Degree Program Segment require the Company to invest up to agreed-upon levels in addition, certain agreements in the Degree Program Segment require the Company to invest up to agreed-upon levels in marketing the programs to achieve specified program performance. The Company believes it is currently in compliance with all marketing the programs to achieve specified program performance. The Company believes it is currently in compliance with all such commitments. such commitments. Future Minimum Payments to University Clients Future Minimum Payments to University Clients Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to Pursuant to certain of the Company’s contracts in the Degree Program Segment, the Company has made, or is obligated to make, payments to university clients in exchange for contract extensions and various marketing and other rights. Generally, make, payments to university clients in exchange for contract extensions and various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. 88 88 89 89 7. 7. Commitments and Contingencies Commitments and Contingencies Legal Contingencies Legal Contingencies The Company is involved in various claims and legal proceedings arising in the ordinary course of business. The Company The Company is involved in various claims and legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. While the Company does not accrues a liability when a loss is considered probable and the amount can be reasonably estimated. While the Company does not expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below, if expect that the ultimate resolution of any existing claims and proceedings (other than the specific matters described below, if decided adversely), individually or in the aggregate, will have a material adverse effect on its financial position, an unfavorable decided adversely), individually or in the aggregate, will have a material adverse effect on its financial position, an unfavorable outcome in some or all of these proceedings could have a material adverse impact on the results of operations or cash flows for outcome in some or all of these proceedings could have a material adverse impact on the results of operations or cash flows for a particular period. This assessment is based on the Company’s current understanding of relevant facts and circumstances. With a particular period. This assessment is based on the Company’s current understanding of relevant facts and circumstances. With respect to current legal proceedings, the Company does not believe it is probable a material loss exceeding amounts already respect to current legal proceedings, the Company does not believe it is probable a material loss exceeding amounts already recognized has been incurred as of the date of the balance sheets presented herein. As such, the Company’s view of these recognized has been incurred as of the date of the balance sheets presented herein. As such, the Company’s view of these matters is subject to inherent uncertainties and may change in the future. matters is subject to inherent uncertainties and may change in the future. In re 2U, Inc., Securities Class Action In re 2U, Inc., Securities Class Action On August 7 and 9, 2019, Aaron Harper and Anne M. Chinn filed putative class action complaints against the Company, On August 7 and 9, 2019, Aaron Harper and Anne M. Chinn filed putative class action complaints against the Company, Christopher J. Paucek, the Company’s CEO, and Catherine A. Graham, the Company’s former CFO, in the United States Christopher J. Paucek, the Company’s CEO, and Catherine A. Graham, the Company’s former CFO, in the United States District Court for the Southern District of New York, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and District Court for the Southern District of New York, alleging violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, based upon allegedly false and misleading statements regarding the Company’s business Rule 10b-5 promulgated thereunder, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. The district court transferred the cases to the United States District Court for the District of prospects and financial projections. The district court transferred the cases to the United States District Court for the District of Maryland, consolidated them under docket number 8:19-cv-3455 (D. Md.), and appointed Fiyyaz Pirani as the lead plaintiff in Maryland, consolidated them under docket number 8:19-cv-3455 (D. Md.), and appointed Fiyyaz Pirani as the lead plaintiff in the consolidated action. On July 30, 2020, Mr. Pirani filed a consolidated class action complaint (“CAC”), adding Harsha the consolidated action. On July 30, 2020, Mr. Pirani filed a consolidated class action complaint (“CAC”), adding Harsha Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, as a defendant. The CAC also Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, as a defendant. The CAC also asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, against Mr. Paucek, Ms. Graham, asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, against Mr. Paucek, Ms. Graham, members of the Company’s board of directors, and the Company’s underwriters, based on allegations related to the Company’s members of the Company’s board of directors, and the Company’s underwriters, based on allegations related to the Company’s secondary stock offering on May 23, 2018. The proposed class consists of all persons who acquired the Company’s securities secondary stock offering on May 23, 2018. The proposed class consists of all persons who acquired the Company’s securities between February 26, 2018 and July 30, 2019. The parties agreed to settle the Securities Class Action for, among other things, a between February 26, 2018 and July 30, 2019. The parties agreed to settle the Securities Class Action for, among other things, a payment to the settlement class in the amount of $37.0 million (the “Settlement Amount”). The Court approved the settlement payment to the settlement class in the amount of $37.0 million (the “Settlement Amount”). The Court approved the settlement and entered final judgment on December 9, 2022. The Company’s insurance carriers paid the Settlement Amount to the and entered final judgment on December 9, 2022. The Company’s insurance carriers paid the Settlement Amount to the settlement class following the Court’s approval in mid-December 2022. settlement class following the Court’s approval in mid-December 2022. On April 30, 2020, Richard Theis filed a stockholder derivative complaint purportedly on behalf of the Company and On April 30, 2020, Richard Theis filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, and the Company’s against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, and the Company’s board of directors in the United States District Court for the Southern District of New York, with docket number 20-cv-3360. board of directors in the United States District Court for the Southern District of New York, with docket number 20-cv-3360. The complaint alleges claims for breaches of fiduciary duty, insider sales and misappropriation of information, unjust The complaint alleges claims for breaches of fiduciary duty, insider sales and misappropriation of information, unjust enrichment, and violations of Section 14(a) of the Exchange Act, based upon allegedly false and misleading statements enrichment, and violations of Section 14(a) of the Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On July 22, 2020, the court entered a joint stipulation regarding the Company’s business prospects and financial projections. On July 22, 2020, the court entered a joint stipulation staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay concludes on March 24, 2023. Due to the complex nature of the legal and the parties to discuss settlement. The most recent stay concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. factual issues involved, the outcome of this matter is not presently determinable. On August 21, 2020, Thomas Lucey filed a stockholder derivative complaint purportedly on behalf of the Company and On August 21, 2020, Thomas Lucey filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of directors in the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of directors in the United States District Court for the District of Maryland, with docket number 1:20-cv-02424-GLR. The complaint alleges United States District Court for the District of Maryland, with docket number 1:20-cv-02424-GLR. The complaint alleges claims for breaches of fiduciary duty, insider trading, and contribution for alleged violations of Sections 10(b) and 21D of the claims for breaches of fiduciary duty, insider trading, and contribution for alleged violations of Sections 10(b) and 21D of the Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial Exchange Act, based upon allegedly false and misleading statements regarding the Company’s business prospects and financial projections. On September 3, 2020, the court entered a joint stipulation staying the case pending resolution of the securities projections. On September 3, 2020, the court entered a joint stipulation staying the case pending resolution of the securities class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay class action, which stay the court extended on multiple occasions to allow the parties to discuss settlement. The most recent stay concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. not presently determinable. On November 30, 2020, Leo Shumacher filed a stockholder derivative complaint purportedly on behalf of the Company On November 30, 2020, Leo Shumacher filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha and against Christopher J. Paucek, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, Harsha Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of The following table presents the estimated future minimum payments due to university clients as of December 31, 2022.Future Minimum Payments(in thousands)2023$ 1,125 2024 625 2025 625 2026 625 2027 625 Thereafter 1,275 Total future minimum payments to university clients$ 4,900 Contingent PaymentsThe Company has entered into agreements with certain of its university clients in the Degree Program Segment that require the Company to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. The Company recognizes any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and records a liability in other current liabilities on the consolidated balance sheets.2U, Inc.Notes to Consolidated Financial Statements908. Restructuring Charges 2022 Strategic Realignment PlanDuring the second quarter of 2022, the Company accelerated its planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the Company around a single platform allowing it to pursue a portfolio-based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company simplified its executive structure, reduced employee headcount, rationalized its real estate footprint and implemented steps to optimize marketing spend. During the third quarter of 2022, the Company completed the planned headcount reductions and consolidated its in-person operations to its offices in Lanham, Maryland and Cape Town, South Africa. The Company anticipates that it will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. The Company recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities and will be recognized as expense over the remaining lease terms, ranging from 1 to 9 years. The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated.Year Ended December 31, 2022Year Ended December 31, 2021 Degree Program SegmentAlternative Credential SegmentDegree Program SegmentAlternative Credential Segment2022 Strategic Realignment PlanSeverance and severance-related costs$ 8,993 $ 6,431 $ — $ — Lease and lease-related charges* 11,215 1,061 — — Professional and other fees relating to restructuring activities 2,013 — — — Other** 7 1,008 — — 22,228 8,500 — — Other restructuring charges*** 2,300 211 7,736 808 Total restructuring charges$ 24,528 $ 8,711 $ 7,736 $ 808 *For the year ended December 31, 2022, includes $8.5 million of accelerated amortization of right-of-use assets and accelerated depreciation of leasehold improvements related to updates to the estimated useful lives of certain leased facilities and $3.7 million in rent expense associated with these facilities, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, and other variable lease costs. The liabilities associated with these leases continue to be presented within lease liability and lease liability, non-current on the Company’s condensed consolidated balance sheets.**Includes the acceleration of certain technology and content development costs.***Includes severance and severance-related costs and lease-related charges.2U, Inc.Notes to Consolidated Financial Statements91The following table presents the estimated future minimum payments due to university clients as of December 31, 2022.Future Minimum Payments(in thousands)2023$ 1,125 2024 625 2025 625 2026 625 2027 625 Thereafter 1,275 Total future minimum payments to university clients$ 4,900 Contingent PaymentsThe Company has entered into agreements with certain of its university clients in the Degree Program Segment that require the Company to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. The Company recognizes any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and records a liability in other current liabilities on the consolidated balance sheets.2U, Inc.Notes to Consolidated Financial Statements908. Restructuring Charges 2022 Strategic Realignment PlanDuring the second quarter of 2022, the Company accelerated its planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the Company around a single platform allowing it to pursue a portfolio-based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company simplified its executive structure, reduced employee headcount, rationalized its real estate footprint and implemented steps to optimize marketing spend. During the third quarter of 2022, the Company completed the planned headcount reductions and consolidated its in-person operations to its offices in Lanham, Maryland and Cape Town, South Africa. The Company anticipates that it will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. The Company recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities and will be recognized as expense over the remaining lease terms, ranging from 1 to 9 years. The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated.Year Ended December 31, 2022Year Ended December 31, 2021 Degree Program SegmentAlternative Credential SegmentDegree Program SegmentAlternative Credential Segment2022 Strategic Realignment PlanSeverance and severance-related costs$ 8,993 $ 6,431 $ — $ — Lease and lease-related charges* 11,215 1,061 — — Professional and other fees relating to restructuring activities 2,013 — — — Other** 7 1,008 — — 22,228 8,500 — — Other restructuring charges*** 2,300 211 7,736 808 Total restructuring charges$ 24,528 $ 8,711 $ 7,736 $ 808 *For the year ended December 31, 2022, includes $8.5 million of accelerated amortization of right-of-use assets and accelerated depreciation of leasehold improvements related to updates to the estimated useful lives of certain leased facilities and $3.7 million in rent expense associated with these facilities, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, and other variable lease costs. The liabilities associated with these leases continue to be presented within lease liability and lease liability, non-current on the Company’s condensed consolidated balance sheets.**Includes the acceleration of certain technology and content development costs.***Includes severance and severance-related costs and lease-related charges.2U, Inc.Notes to Consolidated Financial Statements91 The following table presents the estimated future minimum payments due to university clients as of December 31, 2022.Future Minimum Payments(in thousands)2023$ 1,125 2024 625 2025 625 2026 625 2027 625 Thereafter 1,275 Total future minimum payments to university clients$ 4,900 Contingent PaymentsThe Company has entered into agreements with certain of its university clients in the Degree Program Segment that require the Company to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. The Company recognizes any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and records a liability in other current liabilities on the consolidated balance sheets.2U, Inc.Notes to Consolidated Financial Statements908. Restructuring Charges 2022 Strategic Realignment PlanDuring the second quarter of 2022, the Company accelerated its planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the Company around a single platform allowing it to pursue a portfolio-based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company simplified its executive structure, reduced employee headcount, rationalized its real estate footprint and implemented steps to optimize marketing spend. During the third quarter of 2022, the Company completed the planned headcount reductions and consolidated its in-person operations to its offices in Lanham, Maryland and Cape Town, South Africa. The Company anticipates that it will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. The Company recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities and will be recognized as expense over the remaining lease terms, ranging from 1 to 9 years. The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated.Year Ended December 31, 2022Year Ended December 31, 2021 Degree Program SegmentAlternative Credential SegmentDegree Program SegmentAlternative Credential Segment2022 Strategic Realignment PlanSeverance and severance-related costs$ 8,993 $ 6,431 $ — $ — Lease and lease-related charges* 11,215 1,061 — — Professional and other fees relating to restructuring activities 2,013 — — — Other** 7 1,008 — — 22,228 8,500 — — Other restructuring charges*** 2,300 211 7,736 808 Total restructuring charges$ 24,528 $ 8,711 $ 7,736 $ 808 *For the year ended December 31, 2022, includes $8.5 million of accelerated amortization of right-of-use assets and accelerated depreciation of leasehold improvements related to updates to the estimated useful lives of certain leased facilities and $3.7 million in rent expense associated with these facilities, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, and other variable lease costs. The liabilities associated with these leases continue to be presented within lease liability and lease liability, non-current on the Company’s condensed consolidated balance sheets.**Includes the acceleration of certain technology and content development costs.***Includes severance and severance-related costs and lease-related charges.2U, Inc.Notes to Consolidated Financial Statements91The following table presents the estimated future minimum payments due to university clients as of December 31, 2022.Future Minimum Payments(in thousands)2023$ 1,125 2024 625 2025 625 2026 625 2027 625 Thereafter 1,275 Total future minimum payments to university clients$ 4,900 Contingent PaymentsThe Company has entered into agreements with certain of its university clients in the Degree Program Segment that require the Company to make future minimum payments in the event that certain program metrics are not achieved on an annual basis. The Company recognizes any estimated contingent payments under these agreements as contra revenue over the period to which they relate, and records a liability in other current liabilities on the consolidated balance sheets.2U, Inc.Notes to Consolidated Financial Statements908. Restructuring Charges 2022 Strategic Realignment PlanDuring the second quarter of 2022, the Company accelerated its planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the Company around a single platform allowing it to pursue a portfolio-based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company simplified its executive structure, reduced employee headcount, rationalized its real estate footprint and implemented steps to optimize marketing spend. During the third quarter of 2022, the Company completed the planned headcount reductions and consolidated its in-person operations to its offices in Lanham, Maryland and Cape Town, South Africa. The Company anticipates that it will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. The Company recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities and will be recognized as expense over the remaining lease terms, ranging from 1 to 9 years. The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated.Year Ended December 31, 2022Year Ended December 31, 2021 Degree Program SegmentAlternative Credential SegmentDegree Program SegmentAlternative Credential Segment2022 Strategic Realignment PlanSeverance and severance-related costs$ 8,993 $ 6,431 $ — $ — Lease and lease-related charges* 11,215 1,061 — — Professional and other fees relating to restructuring activities 2,013 — — — Other** 7 1,008 — — 22,228 8,500 — — Other restructuring charges*** 2,300 211 7,736 808 Total restructuring charges$ 24,528 $ 8,711 $ 7,736 $ 808 *For the year ended December 31, 2022, includes $8.5 million of accelerated amortization of right-of-use assets and accelerated depreciation of leasehold improvements related to updates to the estimated useful lives of certain leased facilities and $3.7 million in rent expense associated with these facilities, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, and other variable lease costs. The liabilities associated with these leases continue to be presented within lease liability and lease liability, non-current on the Company’s condensed consolidated balance sheets.**Includes the acceleration of certain technology and content development costs.***Includes severance and severance-related costs and lease-related charges.2U, Inc.Notes to Consolidated Financial Statements91 Summary of Accrued Restructuring LiabilityThe following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additional CostsCash PaymentsBalance as of December 31, 2021Additional CostsCash PaymentsBalance as of December 31, 2022 (in thousands)2022 Strategic Realignment PlanSeverance and severance-related costs$ — $ — $ — $ — $ 14,762 $ (9,537) $ 5,225 Professional and other fees relating to restructuring activities — — — — 1,777 (854) 923 Lease and lease-related charges — — — — 3,351 (3,268) 83 Other severance and severance-related costs 2,714 1,965 (2,944) 1,735 728 (2,002) 461 Total restructuring$ 2,714 $ 1,965 $ (2,944) $ 1,735 $ 20,618 $ (15,661) $ 6,692 2U, Inc.Notes to Consolidated Financial Statements929.LeasesThe Company leases facilities under non-cancellable operating leases primarily in the United States, South Africa, and the United Kingdom. The Company’s operating leases have remaining lease terms of between less than one to 11 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. These options to extend the terms of the Company’s operating leases were not deemed to be reasonably certain of exercise as of lease commencement and are therefore not included in the determination of their respective non-cancellable lease terms. The future lease payments due under non-cancellable operating lease arrangements contain fixed rent increases over the term of the lease. In October 2020, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in the United States. In October 2021, the Company entered into an agreement with the same party to sublease additional office space in the same facility. The agreements are coterminous. As of December 31, 2022, the subleases were classified as operating leases and each had a remaining term of 0.8 years, with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the term of the subleases as a reduction to expense incurred by the Company under the associated head lease. In August 2021, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in Denver, Colorado, as part of its overall real estate management strategy. As of December 31, 2022, this sublease was classified as an operating lease and had a remaining term of 1.9 years with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the sublease term as a reduction to expense incurred by the Company under the associated master lease. In connection with the execution of this agreement, the Company recognized a non-cash loss on sublease of $4.8 million in the third quarter of 2021.The following table presents the components of lease expense on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated.Year EndedDecember 31,20222021(in thousands)Operating lease expense$ 20,943 $ 18,933 Short-term lease expense 470 185 Variable lease expense 6,877 6,279 Sublease income (1,310) (489) Total lease expense$ 26,980 $ 24,908 2U, Inc.Notes to Consolidated Financial Statements93Summary of Accrued Restructuring LiabilityThe following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additional CostsCash PaymentsBalance as of December 31, 2021Additional CostsCash PaymentsBalance as of December 31, 2022 (in thousands)2022 Strategic Realignment PlanSeverance and severance-related costs$ — $ — $ — $ — $ 14,762 $ (9,537) $ 5,225 Professional and other fees relating to restructuring activities — — — — 1,777 (854) 923 Lease and lease-related charges — — — — 3,351 (3,268) 83 Other severance and severance-related costs 2,714 1,965 (2,944) 1,735 728 (2,002) 461 Total restructuring$ 2,714 $ 1,965 $ (2,944) $ 1,735 $ 20,618 $ (15,661) $ 6,692 2U, Inc.Notes to Consolidated Financial Statements929.LeasesThe Company leases facilities under non-cancellable operating leases primarily in the United States, South Africa, and the United Kingdom. The Company’s operating leases have remaining lease terms of between less than one to 11 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. These options to extend the terms of the Company’s operating leases were not deemed to be reasonably certain of exercise as of lease commencement and are therefore not included in the determination of their respective non-cancellable lease terms. The future lease payments due under non-cancellable operating lease arrangements contain fixed rent increases over the term of the lease. In October 2020, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in the United States. In October 2021, the Company entered into an agreement with the same party to sublease additional office space in the same facility. The agreements are coterminous. As of December 31, 2022, the subleases were classified as operating leases and each had a remaining term of 0.8 years, with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the term of the subleases as a reduction to expense incurred by the Company under the associated head lease. In August 2021, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in Denver, Colorado, as part of its overall real estate management strategy. As of December 31, 2022, this sublease was classified as an operating lease and had a remaining term of 1.9 years with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the sublease term as a reduction to expense incurred by the Company under the associated master lease. In connection with the execution of this agreement, the Company recognized a non-cash loss on sublease of $4.8 million in the third quarter of 2021.The following table presents the components of lease expense on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated.Year EndedDecember 31,20222021(in thousands)Operating lease expense$ 20,943 $ 18,933 Short-term lease expense 470 185 Variable lease expense 6,877 6,279 Sublease income (1,310) (489) Total lease expense$ 26,980 $ 24,908 2U, Inc.Notes to Consolidated Financial Statements93 Summary of Accrued Restructuring LiabilityThe following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additional CostsCash PaymentsBalance as of December 31, 2021Additional CostsCash PaymentsBalance as of December 31, 2022 (in thousands)2022 Strategic Realignment PlanSeverance and severance-related costs$ — $ — $ — $ — $ 14,762 $ (9,537) $ 5,225 Professional and other fees relating to restructuring activities — — — — 1,777 (854) 923 Lease and lease-related charges — — — — 3,351 (3,268) 83 Other severance and severance-related costs 2,714 1,965 (2,944) 1,735 728 (2,002) 461 Total restructuring$ 2,714 $ 1,965 $ (2,944) $ 1,735 $ 20,618 $ (15,661) $ 6,692 2U, Inc.Notes to Consolidated Financial Statements929.LeasesThe Company leases facilities under non-cancellable operating leases primarily in the United States, South Africa, and the United Kingdom. The Company’s operating leases have remaining lease terms of between less than one to 11 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. These options to extend the terms of the Company’s operating leases were not deemed to be reasonably certain of exercise as of lease commencement and are therefore not included in the determination of their respective non-cancellable lease terms. The future lease payments due under non-cancellable operating lease arrangements contain fixed rent increases over the term of the lease. In October 2020, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in the United States. In October 2021, the Company entered into an agreement with the same party to sublease additional office space in the same facility. The agreements are coterminous. As of December 31, 2022, the subleases were classified as operating leases and each had a remaining term of 0.8 years, with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the term of the subleases as a reduction to expense incurred by the Company under the associated head lease. In August 2021, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in Denver, Colorado, as part of its overall real estate management strategy. As of December 31, 2022, this sublease was classified as an operating lease and had a remaining term of 1.9 years with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the sublease term as a reduction to expense incurred by the Company under the associated master lease. In connection with the execution of this agreement, the Company recognized a non-cash loss on sublease of $4.8 million in the third quarter of 2021.The following table presents the components of lease expense on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated.Year EndedDecember 31,20222021(in thousands)Operating lease expense$ 20,943 $ 18,933 Short-term lease expense 470 185 Variable lease expense 6,877 6,279 Sublease income (1,310) (489) Total lease expense$ 26,980 $ 24,908 2U, Inc.Notes to Consolidated Financial Statements93Summary of Accrued Restructuring LiabilityThe following table presents the additions and adjustments to the accrued restructuring liability on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2020Additional CostsCash PaymentsBalance as of December 31, 2021Additional CostsCash PaymentsBalance as of December 31, 2022 (in thousands)2022 Strategic Realignment PlanSeverance and severance-related costs$ — $ — $ — $ — $ 14,762 $ (9,537) $ 5,225 Professional and other fees relating to restructuring activities — — — — 1,777 (854) 923 Lease and lease-related charges — — — — 3,351 (3,268) 83 Other severance and severance-related costs 2,714 1,965 (2,944) 1,735 728 (2,002) 461 Total restructuring$ 2,714 $ 1,965 $ (2,944) $ 1,735 $ 20,618 $ (15,661) $ 6,692 2U, Inc.Notes to Consolidated Financial Statements929.LeasesThe Company leases facilities under non-cancellable operating leases primarily in the United States, South Africa, and the United Kingdom. The Company’s operating leases have remaining lease terms of between less than one to 11 years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. These options to extend the terms of the Company’s operating leases were not deemed to be reasonably certain of exercise as of lease commencement and are therefore not included in the determination of their respective non-cancellable lease terms. The future lease payments due under non-cancellable operating lease arrangements contain fixed rent increases over the term of the lease. In October 2020, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in the United States. In October 2021, the Company entered into an agreement with the same party to sublease additional office space in the same facility. The agreements are coterminous. As of December 31, 2022, the subleases were classified as operating leases and each had a remaining term of 0.8 years, with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the term of the subleases as a reduction to expense incurred by the Company under the associated head lease. In August 2021, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in Denver, Colorado, as part of its overall real estate management strategy. As of December 31, 2022, this sublease was classified as an operating lease and had a remaining term of 1.9 years with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the sublease term as a reduction to expense incurred by the Company under the associated master lease. In connection with the execution of this agreement, the Company recognized a non-cash loss on sublease of $4.8 million in the third quarter of 2021.The following table presents the components of lease expense on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated.Year EndedDecember 31,20222021(in thousands)Operating lease expense$ 20,943 $ 18,933 Short-term lease expense 470 185 Variable lease expense 6,877 6,279 Sublease income (1,310) (489) Total lease expense$ 26,980 $ 24,908 2U, Inc.Notes to Consolidated Financial Statements93 94As of December 31, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 6.9 years and the weighted-average discount rate was 10.7%. For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $24.5 million and $21.7 million, respectively. For the years ended December 31, 2022 and 2021, lease liabilities arising from obtaining right-of-use assets were $15.5 million and $28.0 million, respectively.The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $3.1 million in aggregate.December 31, 2022(in thousands)2023$ 24,541 2024 24,512 2025 20,750 2026 21,321 2027 21,916 Thereafter 51,931 Total lease payments 164,971 Less: imputed interest (51,353) Total lease liability$ 113,618 2U, Inc.Notes to Consolidated Financial Statements10.DebtThe following table presents the components of outstanding long-term debt on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Term loan facilities$ 566,622 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,688 4,423 Less: unamortized debt discount and issuance costs (17,666) (107,777) Total debt 936,144 852,520 Less: current portion of long-term debt (7,580) (7,204) Total long-term debt$ 928,564 $ 845,316 The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2.25% convertible senior notes due 2025 (the “2025 Notes”), which had an estimated fair value of $241.6 million and $403.3 million as of December 31, 2022 and 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. The Company’s cash interest payments, net of amounts capitalized, were $43.8 million, $25.5 million and $10.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.Term Loan Credit and Guaranty AgreementThe Company entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”), among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Alter Domus (US) LLC as administrative agent and collateral agent. Pursuant to the Term Loan Agreement, the lenders thereunder made term loans to the Company on June 29, 2021 (the “Funding Date”) in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”). The 2021 Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the 2021 Term Loan Facilities will bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Term Loan Agreement requires the Company to make quarterly principal repayments equal to 0.25% of the $475 million aggregate principal amount, beginning September 2021. If the loans under the 2021 Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement (the “First Amended Term Loan Agreement”), which amended the Term Loan Agreement (collectively, the “First Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million (together with the 2021 Term Loan Facilities, the “Amended Term Loan Facilities”). The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021. The proceeds of the First Amended Term Loan Agreement may be used for general corporate purposes.The associated effective interest rate of the Amended Term Loan Facilities for the years ended December 31, 2022 and 2021 was approximately 9.10% and 7.56%, respectively, and the associated interest expense was approximately $51.2 million and $19.5 million, respectively.The obligations under the Amended Term Loan Facilities are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Amended Term Loan Facilities are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets.2U, Inc.Notes to Consolidated Financial Statements (Continued)9594As of December 31, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 6.9 years and the weighted-average discount rate was 10.7%. For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $24.5 million and $21.7 million, respectively. For the years ended December 31, 2022 and 2021, lease liabilities arising from obtaining right-of-use assets were $15.5 million and $28.0 million, respectively.The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $3.1 million in aggregate.December 31, 2022(in thousands)2023$ 24,541 2024 24,512 2025 20,750 2026 21,321 2027 21,916 Thereafter 51,931 Total lease payments 164,971 Less: imputed interest (51,353) Total lease liability$ 113,618 2U, Inc.Notes to Consolidated Financial Statements10.DebtThe following table presents the components of outstanding long-term debt on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Term loan facilities$ 566,622 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,688 4,423 Less: unamortized debt discount and issuance costs (17,666) (107,777) Total debt 936,144 852,520 Less: current portion of long-term debt (7,580) (7,204) Total long-term debt$ 928,564 $ 845,316 The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2.25% convertible senior notes due 2025 (the “2025 Notes”), which had an estimated fair value of $241.6 million and $403.3 million as of December 31, 2022 and 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. The Company’s cash interest payments, net of amounts capitalized, were $43.8 million, $25.5 million and $10.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.Term Loan Credit and Guaranty AgreementThe Company entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”), among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Alter Domus (US) LLC as administrative agent and collateral agent. Pursuant to the Term Loan Agreement, the lenders thereunder made term loans to the Company on June 29, 2021 (the “Funding Date”) in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”). The 2021 Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the 2021 Term Loan Facilities will bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Term Loan Agreement requires the Company to make quarterly principal repayments equal to 0.25% of the $475 million aggregate principal amount, beginning September 2021. If the loans under the 2021 Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement (the “First Amended Term Loan Agreement”), which amended the Term Loan Agreement (collectively, the “First Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million (together with the 2021 Term Loan Facilities, the “Amended Term Loan Facilities”). The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021. The proceeds of the First Amended Term Loan Agreement may be used for general corporate purposes.The associated effective interest rate of the Amended Term Loan Facilities for the years ended December 31, 2022 and 2021 was approximately 9.10% and 7.56%, respectively, and the associated interest expense was approximately $51.2 million and $19.5 million, respectively.The obligations under the Amended Term Loan Facilities are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Amended Term Loan Facilities are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets.2U, Inc.Notes to Consolidated Financial Statements (Continued)95 94As of December 31, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 6.9 years and the weighted-average discount rate was 10.7%. For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $24.5 million and $21.7 million, respectively. For the years ended December 31, 2022 and 2021, lease liabilities arising from obtaining right-of-use assets were $15.5 million and $28.0 million, respectively.The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $3.1 million in aggregate.December 31, 2022(in thousands)2023$ 24,541 2024 24,512 2025 20,750 2026 21,321 2027 21,916 Thereafter 51,931 Total lease payments 164,971 Less: imputed interest (51,353) Total lease liability$ 113,618 2U, Inc.Notes to Consolidated Financial Statements10.DebtThe following table presents the components of outstanding long-term debt on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Term loan facilities$ 566,622 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,688 4,423 Less: unamortized debt discount and issuance costs (17,666) (107,777) Total debt 936,144 852,520 Less: current portion of long-term debt (7,580) (7,204) Total long-term debt$ 928,564 $ 845,316 The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2.25% convertible senior notes due 2025 (the “2025 Notes”), which had an estimated fair value of $241.6 million and $403.3 million as of December 31, 2022 and 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. The Company’s cash interest payments, net of amounts capitalized, were $43.8 million, $25.5 million and $10.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.Term Loan Credit and Guaranty AgreementThe Company entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”), among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Alter Domus (US) LLC as administrative agent and collateral agent. Pursuant to the Term Loan Agreement, the lenders thereunder made term loans to the Company on June 29, 2021 (the “Funding Date”) in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”). The 2021 Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the 2021 Term Loan Facilities will bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Term Loan Agreement requires the Company to make quarterly principal repayments equal to 0.25% of the $475 million aggregate principal amount, beginning September 2021. If the loans under the 2021 Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement (the “First Amended Term Loan Agreement”), which amended the Term Loan Agreement (collectively, the “First Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million (together with the 2021 Term Loan Facilities, the “Amended Term Loan Facilities”). The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021. The proceeds of the First Amended Term Loan Agreement may be used for general corporate purposes.The associated effective interest rate of the Amended Term Loan Facilities for the years ended December 31, 2022 and 2021 was approximately 9.10% and 7.56%, respectively, and the associated interest expense was approximately $51.2 million and $19.5 million, respectively.The obligations under the Amended Term Loan Facilities are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Amended Term Loan Facilities are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets.2U, Inc.Notes to Consolidated Financial Statements (Continued)9594As of December 31, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 6.9 years and the weighted-average discount rate was 10.7%. For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $24.5 million and $21.7 million, respectively. For the years ended December 31, 2022 and 2021, lease liabilities arising from obtaining right-of-use assets were $15.5 million and $28.0 million, respectively.The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $3.1 million in aggregate.December 31, 2022(in thousands)2023$ 24,541 2024 24,512 2025 20,750 2026 21,321 2027 21,916 Thereafter 51,931 Total lease payments 164,971 Less: imputed interest (51,353) Total lease liability$ 113,618 2U, Inc.Notes to Consolidated Financial Statements10.DebtThe following table presents the components of outstanding long-term debt on the Company’s consolidated balance sheets as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Term loan facilities$ 566,622 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,688 4,423 Less: unamortized debt discount and issuance costs (17,666) (107,777) Total debt 936,144 852,520 Less: current portion of long-term debt (7,580) (7,204) Total long-term debt$ 928,564 $ 845,316 The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2.25% convertible senior notes due 2025 (the “2025 Notes”), which had an estimated fair value of $241.6 million and $403.3 million as of December 31, 2022 and 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. The Company’s cash interest payments, net of amounts capitalized, were $43.8 million, $25.5 million and $10.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.Term Loan Credit and Guaranty AgreementThe Company entered into a Term Loan Credit and Guaranty Agreement, dated June 28, 2021 (the “Term Loan Agreement”), among the Company, as borrower, the subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Alter Domus (US) LLC as administrative agent and collateral agent. Pursuant to the Term Loan Agreement, the lenders thereunder made term loans to the Company on June 29, 2021 (the “Funding Date”) in the aggregate principal amount of $475 million (the “2021 Term Loan Facilities”). The 2021 Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the 2021 Term Loan Facilities will bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Term Loan Agreement requires the Company to make quarterly principal repayments equal to 0.25% of the $475 million aggregate principal amount, beginning September 2021. If the loans under the 2021 Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement (the “First Amended Term Loan Agreement”), which amended the Term Loan Agreement (collectively, the “First Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million (together with the 2021 Term Loan Facilities, the “Amended Term Loan Facilities”). The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021. The proceeds of the First Amended Term Loan Agreement may be used for general corporate purposes.The associated effective interest rate of the Amended Term Loan Facilities for the years ended December 31, 2022 and 2021 was approximately 9.10% and 7.56%, respectively, and the associated interest expense was approximately $51.2 million and $19.5 million, respectively.The obligations under the Amended Term Loan Facilities are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Amended Term Loan Facilities are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets.2U, Inc.Notes to Consolidated Financial Statements (Continued)95 The Amended Term Loan Facilities contain customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Amended Term Loan Facilities contain customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Amended Term Loan Facilities contain a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the First Amended Term Loan Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the Maturity Date. The Amended Term Loan Facilities also provide for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Amended Term Loan Facilities); failure of any material provision of the Amended Term Loan Facilities or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Amended Term Loan Facilities.If an event of default under the Amended Term Loan Facilities occurs and is continuing, then, at the request (or with the consent) of the lenders holding a majority of the commitments and loans under the Amended Term Loan Facilities, upon notice by the administrative agent to the borrowers, the obligations under the Amended Term Loan Facilities shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Amended Term Loan Facilities will automatically become immediately due and payable.Credit AgreementOn June 25, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans (the “Loans”). The Credit Agreement allowed for incremental borrowings from time to time in an aggregate amount for all such incremental amounts not to exceed (i) the lesser of (x) $50 million and (y) an amount such that the aggregate principal amount of the lenders’ commitments under the revolving credit facility does not exceed $100 million, plus (ii) certain specified prepayments of indebtedness, plus (iii) an unlimited amount subject to satisfaction of a leverage ratio based compliance test. The Loans bore interest, at the Company’s option, at variable rates based on (i) a customary base rate plus an applicable margin of 2.75% or (ii) an adjusted LIBOR rate (with a floor of 0.00%) for the interest period relevant to such borrowing plus an applicable margin of 3.75%. In connection with entering into the Term Loan Agreement in June 2021, the Company terminated the Credit Agreement and recognized a loss on debt extinguishment of $1.1 million in connection with the write-off of previously capitalized deferred financing costs and associated fees.Convertible Senior Notes2025 NotesIn April 2020, the Company issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the 2025 Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company.The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2025 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Amended Term Loan Facilities), to the extent of the value of the collateral securing that indebtedness, and structurally 2U, Inc.Notes to Consolidated Financial Statements (Continued)96subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.The net carrying amount of the 2025 Notes consists of the following as of each of the dates indicated:December 31, 2022December 31, 2021(in thousands)Principal$ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (4,898) (5,104) Net carrying amount$ 375,102 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the 2025 Notes. Subsequent to the adoption of ASU 2020-06 in the first quarter of 2022, the effective interest rate used to amortize the issuance costs was 2.8%. The interest expense related to the 2025 Notes for the years ended December 31, 2022 and 2021 was $10.6 million and $30.9 million, respectively.Holders may convert their 2025 Notes at their option in the following circumstances:•during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;•upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the 2025 Indenture;•if the Company calls such 2025 Notes for redemption; and•at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.The initial conversion rate for the 2025 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2025 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the 2025 Notes for redemption or the holders of the 2025 Notes electing to convert their 2025 Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2025 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of December 31, 2022, the if-converted value of the 2025 Notes did not exceed the principal amount.In addition, upon the occurrence of a “fundamental change” (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any. The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption 2U, Inc.Notes to Consolidated Financial Statements (Continued)97The Amended Term Loan Facilities contain customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Amended Term Loan Facilities contain customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Amended Term Loan Facilities contain a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the First Amended Term Loan Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the Maturity Date. The Amended Term Loan Facilities also provide for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Amended Term Loan Facilities); failure of any material provision of the Amended Term Loan Facilities or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Amended Term Loan Facilities.If an event of default under the Amended Term Loan Facilities occurs and is continuing, then, at the request (or with the consent) of the lenders holding a majority of the commitments and loans under the Amended Term Loan Facilities, upon notice by the administrative agent to the borrowers, the obligations under the Amended Term Loan Facilities shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Amended Term Loan Facilities will automatically become immediately due and payable.Credit AgreementOn June 25, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans (the “Loans”). The Credit Agreement allowed for incremental borrowings from time to time in an aggregate amount for all such incremental amounts not to exceed (i) the lesser of (x) $50 million and (y) an amount such that the aggregate principal amount of the lenders’ commitments under the revolving credit facility does not exceed $100 million, plus (ii) certain specified prepayments of indebtedness, plus (iii) an unlimited amount subject to satisfaction of a leverage ratio based compliance test. The Loans bore interest, at the Company’s option, at variable rates based on (i) a customary base rate plus an applicable margin of 2.75% or (ii) an adjusted LIBOR rate (with a floor of 0.00%) for the interest period relevant to such borrowing plus an applicable margin of 3.75%. In connection with entering into the Term Loan Agreement in June 2021, the Company terminated the Credit Agreement and recognized a loss on debt extinguishment of $1.1 million in connection with the write-off of previously capitalized deferred financing costs and associated fees.Convertible Senior Notes2025 NotesIn April 2020, the Company issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the 2025 Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company.The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2025 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Amended Term Loan Facilities), to the extent of the value of the collateral securing that indebtedness, and structurally 2U, Inc.Notes to Consolidated Financial Statements (Continued)96subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.The net carrying amount of the 2025 Notes consists of the following as of each of the dates indicated:December 31, 2022December 31, 2021(in thousands)Principal$ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (4,898) (5,104) Net carrying amount$ 375,102 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the 2025 Notes. Subsequent to the adoption of ASU 2020-06 in the first quarter of 2022, the effective interest rate used to amortize the issuance costs was 2.8%. The interest expense related to the 2025 Notes for the years ended December 31, 2022 and 2021 was $10.6 million and $30.9 million, respectively.Holders may convert their 2025 Notes at their option in the following circumstances:•during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;•upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the 2025 Indenture;•if the Company calls such 2025 Notes for redemption; and•at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.The initial conversion rate for the 2025 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2025 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the 2025 Notes for redemption or the holders of the 2025 Notes electing to convert their 2025 Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2025 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of December 31, 2022, the if-converted value of the 2025 Notes did not exceed the principal amount.In addition, upon the occurrence of a “fundamental change” (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any. The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption 2U, Inc.Notes to Consolidated Financial Statements (Continued)97 The Amended Term Loan Facilities contain customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Amended Term Loan Facilities contain customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Amended Term Loan Facilities contain a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the First Amended Term Loan Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the Maturity Date. The Amended Term Loan Facilities also provide for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Amended Term Loan Facilities); failure of any material provision of the Amended Term Loan Facilities or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Amended Term Loan Facilities.If an event of default under the Amended Term Loan Facilities occurs and is continuing, then, at the request (or with the consent) of the lenders holding a majority of the commitments and loans under the Amended Term Loan Facilities, upon notice by the administrative agent to the borrowers, the obligations under the Amended Term Loan Facilities shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Amended Term Loan Facilities will automatically become immediately due and payable.Credit AgreementOn June 25, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans (the “Loans”). The Credit Agreement allowed for incremental borrowings from time to time in an aggregate amount for all such incremental amounts not to exceed (i) the lesser of (x) $50 million and (y) an amount such that the aggregate principal amount of the lenders’ commitments under the revolving credit facility does not exceed $100 million, plus (ii) certain specified prepayments of indebtedness, plus (iii) an unlimited amount subject to satisfaction of a leverage ratio based compliance test. The Loans bore interest, at the Company’s option, at variable rates based on (i) a customary base rate plus an applicable margin of 2.75% or (ii) an adjusted LIBOR rate (with a floor of 0.00%) for the interest period relevant to such borrowing plus an applicable margin of 3.75%. In connection with entering into the Term Loan Agreement in June 2021, the Company terminated the Credit Agreement and recognized a loss on debt extinguishment of $1.1 million in connection with the write-off of previously capitalized deferred financing costs and associated fees.Convertible Senior Notes2025 NotesIn April 2020, the Company issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the 2025 Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company.The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2025 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Amended Term Loan Facilities), to the extent of the value of the collateral securing that indebtedness, and structurally 2U, Inc.Notes to Consolidated Financial Statements (Continued)96subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.The net carrying amount of the 2025 Notes consists of the following as of each of the dates indicated:December 31, 2022December 31, 2021(in thousands)Principal$ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (4,898) (5,104) Net carrying amount$ 375,102 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the 2025 Notes. Subsequent to the adoption of ASU 2020-06 in the first quarter of 2022, the effective interest rate used to amortize the issuance costs was 2.8%. The interest expense related to the 2025 Notes for the years ended December 31, 2022 and 2021 was $10.6 million and $30.9 million, respectively.Holders may convert their 2025 Notes at their option in the following circumstances:•during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;•upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the 2025 Indenture;•if the Company calls such 2025 Notes for redemption; and•at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.The initial conversion rate for the 2025 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2025 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the 2025 Notes for redemption or the holders of the 2025 Notes electing to convert their 2025 Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2025 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of December 31, 2022, the if-converted value of the 2025 Notes did not exceed the principal amount.In addition, upon the occurrence of a “fundamental change” (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any. The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption 2U, Inc.Notes to Consolidated Financial Statements (Continued)97The Amended Term Loan Facilities contain customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Amended Term Loan Facilities contain customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Amended Term Loan Facilities contain a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the First Amended Term Loan Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the Maturity Date. The Amended Term Loan Facilities also provide for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Amended Term Loan Facilities); failure of any material provision of the Amended Term Loan Facilities or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Amended Term Loan Facilities.If an event of default under the Amended Term Loan Facilities occurs and is continuing, then, at the request (or with the consent) of the lenders holding a majority of the commitments and loans under the Amended Term Loan Facilities, upon notice by the administrative agent to the borrowers, the obligations under the Amended Term Loan Facilities shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Amended Term Loan Facilities will automatically become immediately due and payable.Credit AgreementOn June 25, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and certain other lenders party thereto that provided for $50 million in revolving loans (the “Loans”). The Credit Agreement allowed for incremental borrowings from time to time in an aggregate amount for all such incremental amounts not to exceed (i) the lesser of (x) $50 million and (y) an amount such that the aggregate principal amount of the lenders’ commitments under the revolving credit facility does not exceed $100 million, plus (ii) certain specified prepayments of indebtedness, plus (iii) an unlimited amount subject to satisfaction of a leverage ratio based compliance test. The Loans bore interest, at the Company’s option, at variable rates based on (i) a customary base rate plus an applicable margin of 2.75% or (ii) an adjusted LIBOR rate (with a floor of 0.00%) for the interest period relevant to such borrowing plus an applicable margin of 3.75%. In connection with entering into the Term Loan Agreement in June 2021, the Company terminated the Credit Agreement and recognized a loss on debt extinguishment of $1.1 million in connection with the write-off of previously capitalized deferred financing costs and associated fees.Convertible Senior Notes2025 NotesIn April 2020, the Company issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the 2025 Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company.The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2025 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Amended Term Loan Facilities), to the extent of the value of the collateral securing that indebtedness, and structurally 2U, Inc.Notes to Consolidated Financial Statements (Continued)96subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.The net carrying amount of the 2025 Notes consists of the following as of each of the dates indicated:December 31, 2022December 31, 2021(in thousands)Principal$ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (4,898) (5,104) Net carrying amount$ 375,102 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the 2025 Notes. Subsequent to the adoption of ASU 2020-06 in the first quarter of 2022, the effective interest rate used to amortize the issuance costs was 2.8%. The interest expense related to the 2025 Notes for the years ended December 31, 2022 and 2021 was $10.6 million and $30.9 million, respectively.Holders may convert their 2025 Notes at their option in the following circumstances:•during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;•during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day;•upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the 2025 Indenture;•if the Company calls such 2025 Notes for redemption; and•at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.The initial conversion rate for the 2025 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2025 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the 2025 Notes for redemption or the holders of the 2025 Notes electing to convert their 2025 Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2025 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of December 31, 2022, the if-converted value of the 2025 Notes did not exceed the principal amount.In addition, upon the occurrence of a “fundamental change” (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any. The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption 2U, Inc.Notes to Consolidated Financial Statements (Continued)97 price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2025 Notes.As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and the Company has the right under the 2025 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2025 Notes are classified as non-current on the consolidated balance sheets.In connection with the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million. In April 2020, the Company used a portion of the proceeds from the sale of the 2025 Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to use the remaining net proceeds from the sale of the 2025 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions.Deferred Government Grant ObligationsGovernment grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s consolidated balance sheets until all contingencies are resolved and the grants are determined to be realized. The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. In July 2020, the Company amended its conditional loan agreement with Prince George’s County to modify the terms of the employment level thresholds. The conditional loan with Prince George’s County has a maturity date of June 22, 2027.In January 2021, the Company amended its conditional loan agreement with the State of Maryland to modify the terms of the employment level thresholds and extend the maturity date to June 30, 2028.The interest expense related to these loans for the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022 and 2021, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.6 million and $0.5 million, respectively.Letters of CreditCertain of the Company’s operating lease agreements entered into require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of December 31, 2022, the Company has entered into standby letters of credit totaling $14.2 million as security deposits for the applicable leased facilities and in connection with the deferred government grant obligations.The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations.2U, Inc.Notes to Consolidated Financial Statements (Continued)98Future Principal PaymentsFuture principal payments under the Amended Term Loan Facilities, the 2025 Notes, and the government grants, as of the date indicated are as follows:December 31, 2021(in thousands)2023$ 5,753 2024 560,869 2025 380,000 2026 — 2027 1,500 Thereafter* 2,000 Total future principal payments$ 950,122 *Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters.Subsequent EventOn January 9, 2023, the Company entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”), which amended the Amended Term Loan Facilities . The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to reduce the outstanding principal amount of term loans outstanding under the Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of the Company’s 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and to provide a senior secured first lien revolving loan facility to the Company in the principal amount of $40 million. The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the Company’s 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. If the term loans under the Second Amended Credit Agreement are prepaid or amended prior to the six month anniversary of the Second Amended Credit Agreement in connection with a Repricing Event (as defined in the Second Amended Credit Agreement), the Company shall pay a prepayment premium of 1.0% of the amount of the loans so prepaid.The obligations under the Second Amended Credit Agreement are guaranteed by the Credit Parties. The obligations under the Second Amended Credit Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Second Amended Credit Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Second Amended Credit Agreement contains (i) a financial covenant for the benefit of the lenders that requires the Company to maintain minimum Recurring Revenues (as defined in the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the maturity date and (ii) three financial covenants solely for the benefit of the revolving lenders, in respect of a maximum 2U, Inc.Notes to Consolidated Financial Statements (Continued)99price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2025 Notes.As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and the Company has the right under the 2025 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2025 Notes are classified as non-current on the consolidated balance sheets.In connection with the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million. In April 2020, the Company used a portion of the proceeds from the sale of the 2025 Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to use the remaining net proceeds from the sale of the 2025 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions.Deferred Government Grant ObligationsGovernment grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s consolidated balance sheets until all contingencies are resolved and the grants are determined to be realized. The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. In July 2020, the Company amended its conditional loan agreement with Prince George’s County to modify the terms of the employment level thresholds. The conditional loan with Prince George’s County has a maturity date of June 22, 2027.In January 2021, the Company amended its conditional loan agreement with the State of Maryland to modify the terms of the employment level thresholds and extend the maturity date to June 30, 2028.The interest expense related to these loans for the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022 and 2021, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.6 million and $0.5 million, respectively.Letters of CreditCertain of the Company’s operating lease agreements entered into require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of December 31, 2022, the Company has entered into standby letters of credit totaling $14.2 million as security deposits for the applicable leased facilities and in connection with the deferred government grant obligations.The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations.2U, Inc.Notes to Consolidated Financial Statements (Continued)98Future Principal PaymentsFuture principal payments under the Amended Term Loan Facilities, the 2025 Notes, and the government grants, as of the date indicated are as follows:December 31, 2021(in thousands)2023$ 5,753 2024 560,869 2025 380,000 2026 — 2027 1,500 Thereafter* 2,000 Total future principal payments$ 950,122 *Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters.Subsequent EventOn January 9, 2023, the Company entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”), which amended the Amended Term Loan Facilities . The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to reduce the outstanding principal amount of term loans outstanding under the Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of the Company’s 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and to provide a senior secured first lien revolving loan facility to the Company in the principal amount of $40 million. The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the Company’s 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. If the term loans under the Second Amended Credit Agreement are prepaid or amended prior to the six month anniversary of the Second Amended Credit Agreement in connection with a Repricing Event (as defined in the Second Amended Credit Agreement), the Company shall pay a prepayment premium of 1.0% of the amount of the loans so prepaid.The obligations under the Second Amended Credit Agreement are guaranteed by the Credit Parties. The obligations under the Second Amended Credit Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Second Amended Credit Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Second Amended Credit Agreement contains (i) a financial covenant for the benefit of the lenders that requires the Company to maintain minimum Recurring Revenues (as defined in the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the maturity date and (ii) three financial covenants solely for the benefit of the revolving lenders, in respect of a maximum 2U, Inc.Notes to Consolidated Financial Statements (Continued)99 price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2025 Notes.As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and the Company has the right under the 2025 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2025 Notes are classified as non-current on the consolidated balance sheets.In connection with the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million. In April 2020, the Company used a portion of the proceeds from the sale of the 2025 Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to use the remaining net proceeds from the sale of the 2025 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions.Deferred Government Grant ObligationsGovernment grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s consolidated balance sheets until all contingencies are resolved and the grants are determined to be realized. The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. In July 2020, the Company amended its conditional loan agreement with Prince George’s County to modify the terms of the employment level thresholds. The conditional loan with Prince George’s County has a maturity date of June 22, 2027.In January 2021, the Company amended its conditional loan agreement with the State of Maryland to modify the terms of the employment level thresholds and extend the maturity date to June 30, 2028.The interest expense related to these loans for the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022 and 2021, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.6 million and $0.5 million, respectively.Letters of CreditCertain of the Company’s operating lease agreements entered into require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of December 31, 2022, the Company has entered into standby letters of credit totaling $14.2 million as security deposits for the applicable leased facilities and in connection with the deferred government grant obligations.The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations.2U, Inc.Notes to Consolidated Financial Statements (Continued)98Future Principal PaymentsFuture principal payments under the Amended Term Loan Facilities, the 2025 Notes, and the government grants, as of the date indicated are as follows:December 31, 2021(in thousands)2023$ 5,753 2024 560,869 2025 380,000 2026 — 2027 1,500 Thereafter* 2,000 Total future principal payments$ 950,122 *Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters.Subsequent EventOn January 9, 2023, the Company entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”), which amended the Amended Term Loan Facilities . The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to reduce the outstanding principal amount of term loans outstanding under the Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of the Company’s 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and to provide a senior secured first lien revolving loan facility to the Company in the principal amount of $40 million. The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the Company’s 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. If the term loans under the Second Amended Credit Agreement are prepaid or amended prior to the six month anniversary of the Second Amended Credit Agreement in connection with a Repricing Event (as defined in the Second Amended Credit Agreement), the Company shall pay a prepayment premium of 1.0% of the amount of the loans so prepaid.The obligations under the Second Amended Credit Agreement are guaranteed by the Credit Parties. The obligations under the Second Amended Credit Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Second Amended Credit Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Second Amended Credit Agreement contains (i) a financial covenant for the benefit of the lenders that requires the Company to maintain minimum Recurring Revenues (as defined in the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the maturity date and (ii) three financial covenants solely for the benefit of the revolving lenders, in respect of a maximum 2U, Inc.Notes to Consolidated Financial Statements (Continued)99price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2025 Notes.As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and the Company has the right under the 2025 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2025 Notes are classified as non-current on the consolidated balance sheets.In connection with the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million. In April 2020, the Company used a portion of the proceeds from the sale of the 2025 Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to use the remaining net proceeds from the sale of the 2025 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions.Deferred Government Grant ObligationsGovernment grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s consolidated balance sheets until all contingencies are resolved and the grants are determined to be realized. The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. In July 2020, the Company amended its conditional loan agreement with Prince George’s County to modify the terms of the employment level thresholds. The conditional loan with Prince George’s County has a maturity date of June 22, 2027.In January 2021, the Company amended its conditional loan agreement with the State of Maryland to modify the terms of the employment level thresholds and extend the maturity date to June 30, 2028.The interest expense related to these loans for the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022 and 2021, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.6 million and $0.5 million, respectively.Letters of CreditCertain of the Company’s operating lease agreements entered into require security deposits in the form of cash or an unconditional, irrevocable letter of credit. As of December 31, 2022, the Company has entered into standby letters of credit totaling $14.2 million as security deposits for the applicable leased facilities and in connection with the deferred government grant obligations.The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations.2U, Inc.Notes to Consolidated Financial Statements (Continued)98Future Principal PaymentsFuture principal payments under the Amended Term Loan Facilities, the 2025 Notes, and the government grants, as of the date indicated are as follows:December 31, 2021(in thousands)2023$ 5,753 2024 560,869 2025 380,000 2026 — 2027 1,500 Thereafter* 2,000 Total future principal payments$ 950,122 *Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters.Subsequent EventOn January 9, 2023, the Company entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”), which amended the Amended Term Loan Facilities . The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to reduce the outstanding principal amount of term loans outstanding under the Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of the Company’s 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and to provide a senior secured first lien revolving loan facility to the Company in the principal amount of $40 million. The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the Company’s 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. If the term loans under the Second Amended Credit Agreement are prepaid or amended prior to the six month anniversary of the Second Amended Credit Agreement in connection with a Repricing Event (as defined in the Second Amended Credit Agreement), the Company shall pay a prepayment premium of 1.0% of the amount of the loans so prepaid.The obligations under the Second Amended Credit Agreement are guaranteed by the Credit Parties. The obligations under the Second Amended Credit Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Second Amended Credit Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Second Amended Credit Agreement contains (i) a financial covenant for the benefit of the lenders that requires the Company to maintain minimum Recurring Revenues (as defined in the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the maturity date and (ii) three financial covenants solely for the benefit of the revolving lenders, in respect of a maximum 2U, Inc.Notes to Consolidated Financial Statements (Continued)99 consolidated senior secured net leverage ratio, a maximum consolidated total net leverage ratio, and a minimum consolidated fixed charge coverage ratio. The Second Amended Credit Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Second Amended Credit Agreement); failure of any material provision of the Second Amended Credit Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Second Amended Credit Agreement.If an event of default under the Second Amended Credit Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding the applicable requisite amount of commitments and loans under the Second Amended Credit Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Second Amended Credit Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Second Amended Credit Agreement will automatically become immediately due and payable. On January 11, 2023, the Company issued the notes (the “2030 Notes”) in an aggregate principal amount of $147.0 million. The 2030 Notes are governed by an indenture (the “2030 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by us or converted. The net proceeds from the issuance of the 2030 Notes was $127.1 million. The 2030 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2030 Notes, effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.Holders may convert their 2030 Notes at their option at any time from, and after January 11, 2023 until the close of business on the second scheduled trading day immediately before the maturity date, including if the Company calls such 2030 Notes for redemption, subject to the right of certain holders to elect a delayed conversion period for any such 2030 Notes called for redemption the selected settlement of which would cause such holders to beneficially own shares of Common Stock in excess of the Ownership Cap (as defined in the 2030 Indenture).The initial conversion rate for the 2030 Notes will be 111.1111 shares of Common Stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $9.00 per share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election (subject to aforementioned Ownership Cap). Upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) the Company will in certain circumstances increase the conversion rate for a specified period of time.In addition, upon the occurrence of a “Fundamental Change” (as defined in the 2030 Indenture), holders of the 2030 Notes may require the Company to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.The 2030 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, subject to limited exceptions with respect to 2030 Notes that cannot be immediately physically settled due to the Ownership Cap, on or after January 11, 2026 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of Common Stock exceeds 130% of the conversion price on each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2030 Notes. The Company used cash on hand and the proceeds from the offering of the 2030 Notes to repay a portion of the amounts outstanding under the Amended Term Loan Facilities. 2U, Inc.Notes to Consolidated Financial Statements (Continued)10011. Other Income (Expense)The following table presents the components of other income (expense) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Other income (expense): Gain on sale of investment$ — $ 27,762 $ — Foreign currency loss (4,205) (2,491) (1,429) Other 390 (2,947) — Total$ (3,815) $ 22,324 $ (1,429) During the year ended December 31, 2021, the Company recorded a gain of $27.8 million on the sale of its interest in an education technology company. Refer to Note 7 for further information.12.Income TaxesThe following table presents the components of loss before income taxes on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Loss before income taxes: United States$ (302,541) $ (172,856) $ (204,522) Foreign (20,513) (23,106) (13,476) Total$ (323,054) $ (195,962) $ (217,998) The following table presents the components of the income tax benefit (provision) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Current income tax (provision) benefit:United States federal and state$ (393) $ (240) $ (347) Foreign (224) (636) (249) Total current income tax provision$ (617) $ (876) $ (596) Deferred income tax (provision) benefit: United States federal and state$ 389 $ (389) $ — Foreign 1,131 2,461 2,110 Total deferred income tax benefit$ 1,520 $ 2,072 $ 2,110 Total income tax benefit$ 903 $ 1,196 $ 1,514 The following table presents a reconciliation between the Company’s statutory federal income tax rate and the effective tax rate for each of the periods indicated.2U, Inc.Notes to Consolidated Financial Statements (Continued)101consolidated senior secured net leverage ratio, a maximum consolidated total net leverage ratio, and a minimum consolidated fixed charge coverage ratio. The Second Amended Credit Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Second Amended Credit Agreement); failure of any material provision of the Second Amended Credit Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Second Amended Credit Agreement.If an event of default under the Second Amended Credit Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding the applicable requisite amount of commitments and loans under the Second Amended Credit Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Second Amended Credit Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Second Amended Credit Agreement will automatically become immediately due and payable. On January 11, 2023, the Company issued the notes (the “2030 Notes”) in an aggregate principal amount of $147.0 million. The 2030 Notes are governed by an indenture (the “2030 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by us or converted. The net proceeds from the issuance of the 2030 Notes was $127.1 million. The 2030 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2030 Notes, effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.Holders may convert their 2030 Notes at their option at any time from, and after January 11, 2023 until the close of business on the second scheduled trading day immediately before the maturity date, including if the Company calls such 2030 Notes for redemption, subject to the right of certain holders to elect a delayed conversion period for any such 2030 Notes called for redemption the selected settlement of which would cause such holders to beneficially own shares of Common Stock in excess of the Ownership Cap (as defined in the 2030 Indenture).The initial conversion rate for the 2030 Notes will be 111.1111 shares of Common Stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $9.00 per share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election (subject to aforementioned Ownership Cap). Upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) the Company will in certain circumstances increase the conversion rate for a specified period of time.In addition, upon the occurrence of a “Fundamental Change” (as defined in the 2030 Indenture), holders of the 2030 Notes may require the Company to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.The 2030 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, subject to limited exceptions with respect to 2030 Notes that cannot be immediately physically settled due to the Ownership Cap, on or after January 11, 2026 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of Common Stock exceeds 130% of the conversion price on each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2030 Notes. The Company used cash on hand and the proceeds from the offering of the 2030 Notes to repay a portion of the amounts outstanding under the Amended Term Loan Facilities. 2U, Inc.Notes to Consolidated Financial Statements (Continued)10011. Other Income (Expense)The following table presents the components of other income (expense) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Other income (expense): Gain on sale of investment$ — $ 27,762 $ — Foreign currency loss (4,205) (2,491) (1,429) Other 390 (2,947) — Total$ (3,815) $ 22,324 $ (1,429) During the year ended December 31, 2021, the Company recorded a gain of $27.8 million on the sale of its interest in an education technology company. Refer to Note 7 for further information.12.Income TaxesThe following table presents the components of loss before income taxes on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Loss before income taxes: United States$ (302,541) $ (172,856) $ (204,522) Foreign (20,513) (23,106) (13,476) Total$ (323,054) $ (195,962) $ (217,998) The following table presents the components of the income tax benefit (provision) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Current income tax (provision) benefit:United States federal and state$ (393) $ (240) $ (347) Foreign (224) (636) (249) Total current income tax provision$ (617) $ (876) $ (596) Deferred income tax (provision) benefit: United States federal and state$ 389 $ (389) $ — Foreign 1,131 2,461 2,110 Total deferred income tax benefit$ 1,520 $ 2,072 $ 2,110 Total income tax benefit$ 903 $ 1,196 $ 1,514 The following table presents a reconciliation between the Company’s statutory federal income tax rate and the effective tax rate for each of the periods indicated.2U, Inc.Notes to Consolidated Financial Statements (Continued)101 consolidated senior secured net leverage ratio, a maximum consolidated total net leverage ratio, and a minimum consolidated fixed charge coverage ratio. The Second Amended Credit Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Second Amended Credit Agreement); failure of any material provision of the Second Amended Credit Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Second Amended Credit Agreement.If an event of default under the Second Amended Credit Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding the applicable requisite amount of commitments and loans under the Second Amended Credit Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Second Amended Credit Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Second Amended Credit Agreement will automatically become immediately due and payable. On January 11, 2023, the Company issued the notes (the “2030 Notes”) in an aggregate principal amount of $147.0 million. The 2030 Notes are governed by an indenture (the “2030 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by us or converted. The net proceeds from the issuance of the 2030 Notes was $127.1 million. The 2030 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2030 Notes, effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.Holders may convert their 2030 Notes at their option at any time from, and after January 11, 2023 until the close of business on the second scheduled trading day immediately before the maturity date, including if the Company calls such 2030 Notes for redemption, subject to the right of certain holders to elect a delayed conversion period for any such 2030 Notes called for redemption the selected settlement of which would cause such holders to beneficially own shares of Common Stock in excess of the Ownership Cap (as defined in the 2030 Indenture).The initial conversion rate for the 2030 Notes will be 111.1111 shares of Common Stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $9.00 per share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election (subject to aforementioned Ownership Cap). Upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) the Company will in certain circumstances increase the conversion rate for a specified period of time.In addition, upon the occurrence of a “Fundamental Change” (as defined in the 2030 Indenture), holders of the 2030 Notes may require the Company to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.The 2030 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, subject to limited exceptions with respect to 2030 Notes that cannot be immediately physically settled due to the Ownership Cap, on or after January 11, 2026 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of Common Stock exceeds 130% of the conversion price on each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2030 Notes. The Company used cash on hand and the proceeds from the offering of the 2030 Notes to repay a portion of the amounts outstanding under the Amended Term Loan Facilities. 2U, Inc.Notes to Consolidated Financial Statements (Continued)10011. Other Income (Expense)The following table presents the components of other income (expense) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Other income (expense): Gain on sale of investment$ — $ 27,762 $ — Foreign currency loss (4,205) (2,491) (1,429) Other 390 (2,947) — Total$ (3,815) $ 22,324 $ (1,429) During the year ended December 31, 2021, the Company recorded a gain of $27.8 million on the sale of its interest in an education technology company. Refer to Note 7 for further information.12.Income TaxesThe following table presents the components of loss before income taxes on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Loss before income taxes: United States$ (302,541) $ (172,856) $ (204,522) Foreign (20,513) (23,106) (13,476) Total$ (323,054) $ (195,962) $ (217,998) The following table presents the components of the income tax benefit (provision) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Current income tax (provision) benefit:United States federal and state$ (393) $ (240) $ (347) Foreign (224) (636) (249) Total current income tax provision$ (617) $ (876) $ (596) Deferred income tax (provision) benefit: United States federal and state$ 389 $ (389) $ — Foreign 1,131 2,461 2,110 Total deferred income tax benefit$ 1,520 $ 2,072 $ 2,110 Total income tax benefit$ 903 $ 1,196 $ 1,514 The following table presents a reconciliation between the Company’s statutory federal income tax rate and the effective tax rate for each of the periods indicated.2U, Inc.Notes to Consolidated Financial Statements (Continued)101consolidated senior secured net leverage ratio, a maximum consolidated total net leverage ratio, and a minimum consolidated fixed charge coverage ratio. The Second Amended Credit Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Second Amended Credit Agreement); failure of any material provision of the Second Amended Credit Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Second Amended Credit Agreement.If an event of default under the Second Amended Credit Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding the applicable requisite amount of commitments and loans under the Second Amended Credit Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Second Amended Credit Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Second Amended Credit Agreement will automatically become immediately due and payable. On January 11, 2023, the Company issued the notes (the “2030 Notes”) in an aggregate principal amount of $147.0 million. The 2030 Notes are governed by an indenture (the “2030 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by us or converted. The net proceeds from the issuance of the 2030 Notes was $127.1 million. The 2030 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2030 Notes, effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.Holders may convert their 2030 Notes at their option at any time from, and after January 11, 2023 until the close of business on the second scheduled trading day immediately before the maturity date, including if the Company calls such 2030 Notes for redemption, subject to the right of certain holders to elect a delayed conversion period for any such 2030 Notes called for redemption the selected settlement of which would cause such holders to beneficially own shares of Common Stock in excess of the Ownership Cap (as defined in the 2030 Indenture).The initial conversion rate for the 2030 Notes will be 111.1111 shares of Common Stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $9.00 per share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election (subject to aforementioned Ownership Cap). Upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) the Company will in certain circumstances increase the conversion rate for a specified period of time.In addition, upon the occurrence of a “Fundamental Change” (as defined in the 2030 Indenture), holders of the 2030 Notes may require the Company to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.The 2030 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, subject to limited exceptions with respect to 2030 Notes that cannot be immediately physically settled due to the Ownership Cap, on or after January 11, 2026 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of Common Stock exceeds 130% of the conversion price on each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2030 Notes. The Company used cash on hand and the proceeds from the offering of the 2030 Notes to repay a portion of the amounts outstanding under the Amended Term Loan Facilities. 2U, Inc.Notes to Consolidated Financial Statements (Continued)10011. Other Income (Expense)The following table presents the components of other income (expense) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Other income (expense): Gain on sale of investment$ — $ 27,762 $ — Foreign currency loss (4,205) (2,491) (1,429) Other 390 (2,947) — Total$ (3,815) $ 22,324 $ (1,429) During the year ended December 31, 2021, the Company recorded a gain of $27.8 million on the sale of its interest in an education technology company. Refer to Note 7 for further information.12.Income TaxesThe following table presents the components of loss before income taxes on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Loss before income taxes: United States$ (302,541) $ (172,856) $ (204,522) Foreign (20,513) (23,106) (13,476) Total$ (323,054) $ (195,962) $ (217,998) The following table presents the components of the income tax benefit (provision) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Current income tax (provision) benefit:United States federal and state$ (393) $ (240) $ (347) Foreign (224) (636) (249) Total current income tax provision$ (617) $ (876) $ (596) Deferred income tax (provision) benefit: United States federal and state$ 389 $ (389) $ — Foreign 1,131 2,461 2,110 Total deferred income tax benefit$ 1,520 $ 2,072 $ 2,110 Total income tax benefit$ 903 $ 1,196 $ 1,514 The following table presents a reconciliation between the Company’s statutory federal income tax rate and the effective tax rate for each of the periods indicated.2U, Inc.Notes to Consolidated Financial Statements (Continued)101 Year Ended December 31, 202220212020U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 %Increase (decrease) resulting from:U.S. state income taxes, net of federal benefits 4.3 4.4 5.0 Foreign tax rate differential 0.1 0.1 0.3 Non-deductible compensation (0.5) (6.7) (2.0) Stock-based compensation (1.1) 6.7 0.7 Change in valuation allowance (20.2) (26.5) (23.9) Other (3.3) 1.6 (0.4) Effective tax rate 0.3 % 0.6 % 0.7 %The following table presents the significant components of deferred tax assets and liabilities on the Company’s consolidated balance sheets as of each of the dates indicated. As of December 31, 20222021 (in thousands)Deferred tax assets: Accrued expenses and other$ 12,217 $ 12,095 Accrued compensation and related benefits 3,253 10,285 Property and equipment 676 100 Stock-based compensation 19,644 21,729 Deferred income 1,343 2,096 Lease liability 24,865 24,463 Interest expense carryforwards 27,405 12,868 Foreign net operating loss carryforwards 8,480 6,981 U.S. net operating loss carryforwards 218,319 208,585 Valuation allowance (277,840) (190,779) Total deferred tax assets$ 38,362 $ 108,423 Deferred tax liabilities: Prepaid expenses and other$ — $ (322) Right-of-use assets (14,097) (15,310) Intangibles (22,957) (70,865) Deferred rent (383) (414) Nondeductible interest on debt discount — (22,083) Total deferred tax liabilities (37,437) (108,994) Net deferred tax assets (liabilities)$ 925 $ (571) As of December 31, 2022, the Company had a U.S. net operating loss (“NOL”) carryforward of approximately $832.4 million, of which $265.0 million expires between 2029 and 2037. In accordance with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), U.S. NOLs arising in a tax year ending after 2017 will not expire. The Company has generated $567.4 million of U.S. NOLs in tax years ending after 2017. The gross amount of the state NOL carryforwards is equal to or less than the federal NOL carryforwards and expires over various periods based on individual state tax laws. The Company also has an NOL carryforward of $33.6 million in its foreign jurisdictions, of which $0.8 million begins to expire in 2038 and the remainder will not expire. A full valuation allowance has been established to offset its net deferred tax assets in the U.S., and certain foreign jurisdictions as the Company has not generated taxable income since inception and does not have sufficient deferred tax 2U, Inc.Notes to Consolidated Financial Statements (Continued)102liabilities to recover the deferred tax assets in these jurisdictions. The total increase in the valuation allowance was $87.1 million for the year ended December 31, 2022. The utilization of the NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the NOL carryforwards. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that could be utilized annually to offset future taxable income and taxes payable. The Company does not expect such limitation, if any, to impact the use of the net operating losses prior to their expiration.As of December 31, 2022 and 2021, the Company has not recognized any amounts for uncertain tax positions.The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for the years prior to 2019, though the NOL carryforwards can be adjusted upon audit and could impact taxes owed in open tax years. No income tax returns are currently under examination by the taxing authorities.The Tax Act includes Global Intangible Low-Taxed Income (“GILTI”) provisions that require a company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Due to foreign subsidiary losses, this provision did not apply to the Company in 2022. Another significant section of the Tax Act, the Base Erosion Anti-Abuse Tax (“BEAT”), did not apply to the Company’s 2022 tax year as the Company’s base erosion payments are less than 3% of the Company’s total deductions. As these taxes may become applicable in the future, the Company will continue to monitor the potential impact.On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, the Company does not expect this legislation will have a material impact on its consolidated financial statements.13.Stockholders’ EquityCommon StockAs of December 31, 2022, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of December 31, 2022, there were 78,334,666 shares of common stock outstanding, and the Company had reserved a total of 28,727,505 of its authorized shares of common stock for future issuance as follows:Shares Reserved for Future IssuanceOutstanding restricted stock units 4,739,861 Outstanding performance restricted stock units 1,651,864 Outstanding stock options 5,195,538 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 28,727,505 On August 6, 2020, the Company sold 6,800,000 shares of the Company’s common stock to the public. The Company received net proceeds of $299.8 million, which the Company uses for working capital and other general corporate purposes. Stock-Based CompensationThe Company maintains two stock-based compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan” and together with the 2014 Plan, the “Stock Plans”). Upon the effective date of the 2014 Plan in January 2014, the Company ceased using the 2008 Plan to grant new equity awards. 2U, Inc.Notes to Consolidated Financial Statements (Continued)103 Year Ended December 31, 202220212020U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 %Increase (decrease) resulting from:U.S. state income taxes, net of federal benefits 4.3 4.4 5.0 Foreign tax rate differential 0.1 0.1 0.3 Non-deductible compensation (0.5) (6.7) (2.0) Stock-based compensation (1.1) 6.7 0.7 Change in valuation allowance (20.2) (26.5) (23.9) Other (3.3) 1.6 (0.4) Effective tax rate 0.3 % 0.6 % 0.7 %The following table presents the significant components of deferred tax assets and liabilities on the Company’s consolidated balance sheets as of each of the dates indicated. As of December 31, 20222021 (in thousands)Deferred tax assets: Accrued expenses and other$ 12,217 $ 12,095 Accrued compensation and related benefits 3,253 10,285 Property and equipment 676 100 Stock-based compensation 19,644 21,729 Deferred income 1,343 2,096 Lease liability 24,865 24,463 Interest expense carryforwards 27,405 12,868 Foreign net operating loss carryforwards 8,480 6,981 U.S. net operating loss carryforwards 218,319 208,585 Valuation allowance (277,840) (190,779) Total deferred tax assets$ 38,362 $ 108,423 Deferred tax liabilities: Prepaid expenses and other$ — $ (322) Right-of-use assets (14,097) (15,310) Intangibles (22,957) (70,865) Deferred rent (383) (414) Nondeductible interest on debt discount — (22,083) Total deferred tax liabilities (37,437) (108,994) Net deferred tax assets (liabilities)$ 925 $ (571) As of December 31, 2022, the Company had a U.S. net operating loss (“NOL”) carryforward of approximately $832.4 million, of which $265.0 million expires between 2029 and 2037. In accordance with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), U.S. NOLs arising in a tax year ending after 2017 will not expire. The Company has generated $567.4 million of U.S. NOLs in tax years ending after 2017. The gross amount of the state NOL carryforwards is equal to or less than the federal NOL carryforwards and expires over various periods based on individual state tax laws. The Company also has an NOL carryforward of $33.6 million in its foreign jurisdictions, of which $0.8 million begins to expire in 2038 and the remainder will not expire. A full valuation allowance has been established to offset its net deferred tax assets in the U.S., and certain foreign jurisdictions as the Company has not generated taxable income since inception and does not have sufficient deferred tax 2U, Inc.Notes to Consolidated Financial Statements (Continued)102liabilities to recover the deferred tax assets in these jurisdictions. The total increase in the valuation allowance was $87.1 million for the year ended December 31, 2022. The utilization of the NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the NOL carryforwards. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that could be utilized annually to offset future taxable income and taxes payable. The Company does not expect such limitation, if any, to impact the use of the net operating losses prior to their expiration.As of December 31, 2022 and 2021, the Company has not recognized any amounts for uncertain tax positions.The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for the years prior to 2019, though the NOL carryforwards can be adjusted upon audit and could impact taxes owed in open tax years. No income tax returns are currently under examination by the taxing authorities.The Tax Act includes Global Intangible Low-Taxed Income (“GILTI”) provisions that require a company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Due to foreign subsidiary losses, this provision did not apply to the Company in 2022. Another significant section of the Tax Act, the Base Erosion Anti-Abuse Tax (“BEAT”), did not apply to the Company’s 2022 tax year as the Company’s base erosion payments are less than 3% of the Company’s total deductions. As these taxes may become applicable in the future, the Company will continue to monitor the potential impact.On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, the Company does not expect this legislation will have a material impact on its consolidated financial statements.13.Stockholders’ EquityCommon StockAs of December 31, 2022, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of December 31, 2022, there were 78,334,666 shares of common stock outstanding, and the Company had reserved a total of 28,727,505 of its authorized shares of common stock for future issuance as follows:Shares Reserved for Future IssuanceOutstanding restricted stock units 4,739,861 Outstanding performance restricted stock units 1,651,864 Outstanding stock options 5,195,538 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 28,727,505 On August 6, 2020, the Company sold 6,800,000 shares of the Company’s common stock to the public. The Company received net proceeds of $299.8 million, which the Company uses for working capital and other general corporate purposes. Stock-Based CompensationThe Company maintains two stock-based compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan” and together with the 2014 Plan, the “Stock Plans”). Upon the effective date of the 2014 Plan in January 2014, the Company ceased using the 2008 Plan to grant new equity awards. 2U, Inc.Notes to Consolidated Financial Statements (Continued)103 Year Ended December 31, 202220212020U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 %Increase (decrease) resulting from:U.S. state income taxes, net of federal benefits 4.3 4.4 5.0 Foreign tax rate differential 0.1 0.1 0.3 Non-deductible compensation (0.5) (6.7) (2.0) Stock-based compensation (1.1) 6.7 0.7 Change in valuation allowance (20.2) (26.5) (23.9) Other (3.3) 1.6 (0.4) Effective tax rate 0.3 % 0.6 % 0.7 %The following table presents the significant components of deferred tax assets and liabilities on the Company’s consolidated balance sheets as of each of the dates indicated. As of December 31, 20222021 (in thousands)Deferred tax assets: Accrued expenses and other$ 12,217 $ 12,095 Accrued compensation and related benefits 3,253 10,285 Property and equipment 676 100 Stock-based compensation 19,644 21,729 Deferred income 1,343 2,096 Lease liability 24,865 24,463 Interest expense carryforwards 27,405 12,868 Foreign net operating loss carryforwards 8,480 6,981 U.S. net operating loss carryforwards 218,319 208,585 Valuation allowance (277,840) (190,779) Total deferred tax assets$ 38,362 $ 108,423 Deferred tax liabilities: Prepaid expenses and other$ — $ (322) Right-of-use assets (14,097) (15,310) Intangibles (22,957) (70,865) Deferred rent (383) (414) Nondeductible interest on debt discount — (22,083) Total deferred tax liabilities (37,437) (108,994) Net deferred tax assets (liabilities)$ 925 $ (571) As of December 31, 2022, the Company had a U.S. net operating loss (“NOL”) carryforward of approximately $832.4 million, of which $265.0 million expires between 2029 and 2037. In accordance with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), U.S. NOLs arising in a tax year ending after 2017 will not expire. The Company has generated $567.4 million of U.S. NOLs in tax years ending after 2017. The gross amount of the state NOL carryforwards is equal to or less than the federal NOL carryforwards and expires over various periods based on individual state tax laws. The Company also has an NOL carryforward of $33.6 million in its foreign jurisdictions, of which $0.8 million begins to expire in 2038 and the remainder will not expire. A full valuation allowance has been established to offset its net deferred tax assets in the U.S., and certain foreign jurisdictions as the Company has not generated taxable income since inception and does not have sufficient deferred tax 2U, Inc.Notes to Consolidated Financial Statements (Continued)102liabilities to recover the deferred tax assets in these jurisdictions. The total increase in the valuation allowance was $87.1 million for the year ended December 31, 2022. The utilization of the NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the NOL carryforwards. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that could be utilized annually to offset future taxable income and taxes payable. The Company does not expect such limitation, if any, to impact the use of the net operating losses prior to their expiration.As of December 31, 2022 and 2021, the Company has not recognized any amounts for uncertain tax positions.The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for the years prior to 2019, though the NOL carryforwards can be adjusted upon audit and could impact taxes owed in open tax years. No income tax returns are currently under examination by the taxing authorities.The Tax Act includes Global Intangible Low-Taxed Income (“GILTI”) provisions that require a company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Due to foreign subsidiary losses, this provision did not apply to the Company in 2022. Another significant section of the Tax Act, the Base Erosion Anti-Abuse Tax (“BEAT”), did not apply to the Company’s 2022 tax year as the Company’s base erosion payments are less than 3% of the Company’s total deductions. As these taxes may become applicable in the future, the Company will continue to monitor the potential impact.On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, the Company does not expect this legislation will have a material impact on its consolidated financial statements.13.Stockholders’ EquityCommon StockAs of December 31, 2022, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of December 31, 2022, there were 78,334,666 shares of common stock outstanding, and the Company had reserved a total of 28,727,505 of its authorized shares of common stock for future issuance as follows:Shares Reserved for Future IssuanceOutstanding restricted stock units 4,739,861 Outstanding performance restricted stock units 1,651,864 Outstanding stock options 5,195,538 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 28,727,505 On August 6, 2020, the Company sold 6,800,000 shares of the Company’s common stock to the public. The Company received net proceeds of $299.8 million, which the Company uses for working capital and other general corporate purposes. Stock-Based CompensationThe Company maintains two stock-based compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan” and together with the 2014 Plan, the “Stock Plans”). Upon the effective date of the 2014 Plan in January 2014, the Company ceased using the 2008 Plan to grant new equity awards. 2U, Inc.Notes to Consolidated Financial Statements (Continued)103 Year Ended December 31, 202220212020U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 %Increase (decrease) resulting from:U.S. state income taxes, net of federal benefits 4.3 4.4 5.0 Foreign tax rate differential 0.1 0.1 0.3 Non-deductible compensation (0.5) (6.7) (2.0) Stock-based compensation (1.1) 6.7 0.7 Change in valuation allowance (20.2) (26.5) (23.9) Other (3.3) 1.6 (0.4) Effective tax rate 0.3 % 0.6 % 0.7 %The following table presents the significant components of deferred tax assets and liabilities on the Company’s consolidated balance sheets as of each of the dates indicated. As of December 31, 20222021 (in thousands)Deferred tax assets: Accrued expenses and other$ 12,217 $ 12,095 Accrued compensation and related benefits 3,253 10,285 Property and equipment 676 100 Stock-based compensation 19,644 21,729 Deferred income 1,343 2,096 Lease liability 24,865 24,463 Interest expense carryforwards 27,405 12,868 Foreign net operating loss carryforwards 8,480 6,981 U.S. net operating loss carryforwards 218,319 208,585 Valuation allowance (277,840) (190,779) Total deferred tax assets$ 38,362 $ 108,423 Deferred tax liabilities: Prepaid expenses and other$ — $ (322) Right-of-use assets (14,097) (15,310) Intangibles (22,957) (70,865) Deferred rent (383) (414) Nondeductible interest on debt discount — (22,083) Total deferred tax liabilities (37,437) (108,994) Net deferred tax assets (liabilities)$ 925 $ (571) As of December 31, 2022, the Company had a U.S. net operating loss (“NOL”) carryforward of approximately $832.4 million, of which $265.0 million expires between 2029 and 2037. In accordance with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), U.S. NOLs arising in a tax year ending after 2017 will not expire. The Company has generated $567.4 million of U.S. NOLs in tax years ending after 2017. The gross amount of the state NOL carryforwards is equal to or less than the federal NOL carryforwards and expires over various periods based on individual state tax laws. The Company also has an NOL carryforward of $33.6 million in its foreign jurisdictions, of which $0.8 million begins to expire in 2038 and the remainder will not expire. A full valuation allowance has been established to offset its net deferred tax assets in the U.S., and certain foreign jurisdictions as the Company has not generated taxable income since inception and does not have sufficient deferred tax 2U, Inc.Notes to Consolidated Financial Statements (Continued)102liabilities to recover the deferred tax assets in these jurisdictions. The total increase in the valuation allowance was $87.1 million for the year ended December 31, 2022. The utilization of the NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the NOL carryforwards. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that could be utilized annually to offset future taxable income and taxes payable. The Company does not expect such limitation, if any, to impact the use of the net operating losses prior to their expiration.As of December 31, 2022 and 2021, the Company has not recognized any amounts for uncertain tax positions.The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for the years prior to 2019, though the NOL carryforwards can be adjusted upon audit and could impact taxes owed in open tax years. No income tax returns are currently under examination by the taxing authorities.The Tax Act includes Global Intangible Low-Taxed Income (“GILTI”) provisions that require a company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Due to foreign subsidiary losses, this provision did not apply to the Company in 2022. Another significant section of the Tax Act, the Base Erosion Anti-Abuse Tax (“BEAT”), did not apply to the Company’s 2022 tax year as the Company’s base erosion payments are less than 3% of the Company’s total deductions. As these taxes may become applicable in the future, the Company will continue to monitor the potential impact.On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, the Company does not expect this legislation will have a material impact on its consolidated financial statements.13.Stockholders’ EquityCommon StockAs of December 31, 2022, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of December 31, 2022, there were 78,334,666 shares of common stock outstanding, and the Company had reserved a total of 28,727,505 of its authorized shares of common stock for future issuance as follows:Shares Reserved for Future IssuanceOutstanding restricted stock units 4,739,861 Outstanding performance restricted stock units 1,651,864 Outstanding stock options 5,195,538 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 28,727,505 On August 6, 2020, the Company sold 6,800,000 shares of the Company’s common stock to the public. The Company received net proceeds of $299.8 million, which the Company uses for working capital and other general corporate purposes. Stock-Based CompensationThe Company maintains two stock-based compensation plans: the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) and the 2008 Stock Incentive Plan (the “2008 Plan” and together with the 2014 Plan, the “Stock Plans”). Upon the effective date of the 2014 Plan in January 2014, the Company ceased using the 2008 Plan to grant new equity awards. 2U, Inc.Notes to Consolidated Financial Statements (Continued)103 2014 PlanIn February 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors and consultants. The 2014 Plan also provides for the grant of performance-based cash awards to the Company’s employees, directors and consultants.A total of 2,800,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2014 Plan. In addition, the shares reserved for issuance under the 2014 Plan include (a) those shares reserved but unissued under the 2008 Plan, and (b) shares returned to the 2008 Plan as the result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to (a) and (b) is 5,943,348 shares). The number of shares of the Company’s common stock that may be issued under the 2014 Plan will automatically increase on January 1st of each year, for a period of ten years, from January 1, 2015 continuing through January 1, 2024, by 5% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The shares available for future issuance under the 2014 Plan increased by 3,916,733 and 3,782,719 on January 1, 2023 and 2022, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan.In addition, shares subject to outstanding stock awards granted under the 2008 Plan and 2014 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award, return to the 2014 Plan’s share reserve and become available for future grant under the 2014 Plan, up to the maximum number of shares of 5,943,348.As of December 31, 2022, the Company had 3,753,633 shares available for issuance under the 2014 Plan. Further, as of December 31, 2022, under the 2014 Plan, options to purchase 4,673,230 shares of the Company’s common stock were outstanding at a weighted-average exercise price of $27.25 per share, and 4,739,861 RSUs and 1,651,864 PRSUs were also outstanding.2008 PlanIn October 2008, the Company’s stockholders approved the Company’s 2008 Plan. The 2008 Plan was most recently amended on May 8, 2013. The 2008 Plan provided for the grant of incentive stock options to the Company’s employees and the employees of the Company’s subsidiaries, and for the grant of nonstatutory stock options, restricted stock awards and deferred stock awards to the Company’s employees, directors and consultants. The Company ceased granting equity awards under the 2008 Plan, and accordingly, as of January 30, 2014, no shares were available for future grant under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of outstanding awards granted thereunder.As of December 31, 2022, options to purchase 522,308 shares of the Company’s common stock were outstanding under the 2008 Plan at a weighted-average exercise price of $7.70 per share.Employee Stock Purchase PlanThe Company also has an ESPP. The Company’s ESPP provides (i) for two offering periods each year and (ii) that the purchase price for shares of the Company’s common stock purchased under the ESPP will be 90% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of the Company’s common stock on the first day of the offering period. Notwithstanding the foregoing, the compensation committee of the Company’s board of directors may exercise its discretion, subject to certain conditions, to make changes to certain aspects of the ESPP including, but not limited to, the length of the offering periods and that the purchase price will be 85% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of 2U’s common stock on the first day of the offering period. Participating eligible employees select a rate of payroll deduction between 1% and 15% of their salary or wage compensation received from the Company as in effect at the start of the offering period, with the aggregate purchase limited to a maximum fair market value of $25,000 per employee per year. Participation in the ESPP began on January 1, 2018. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 1,000,000 shares of 2U’s common stock may be issued under the ESPP, subject to adjustments for certain capital transactions.2U, Inc.Notes to Consolidated Financial Statements (Continued)104During the years ended December 31, 2022 and 2021, an aggregate of 136,039 and 150,685 shares, respectively, of the Company’s common stock were purchased in accordance with the ESPP. Net proceeds from the issuance of these shares were $1.3 million and $3.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, 379,670 shares remained available for purchase under the ESPP.Stock-Based Compensation ExpenseThe following table presents stock-based compensation expense related to the Stock Plans and the ESPP, contained on the following line items on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. The Company accounts for forfeitures as they occur. Year Ended December 31, 202220212020 (in thousands)Curriculum and teaching$ 208 $ 69 $ 230 Servicing and support 15,543 15,352 14,033 Technology and content development 9,534 11,832 12,014 Marketing and sales 6,319 6,711 8,217 General and administrative 48,616 63,802 47,548 Total stock-based compensation expense$ 80,220 $ 97,766 $ 82,042 Restricted Stock UnitsThe 2014 Plan provides for the issuance of RSUs to eligible participants. Throughout 2022, 2021, and 2020, the Company granted RSUs under the 2014 Plan to the Company’s directors and certain of the Company’s employees and certain consultants. The terms of the restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most restricted stock units vesting in equal quarterly or annual tranches, generally over a period of three to four years.The following table presents a summary of the Company’s RSU activity for the period indicated.Number of UnitsWeighted-AverageGrant Date FairValue per ShareOutstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 5,290,062 9.98Vested (2,279,812) 23.62Forfeited (883,452) 17.88Outstanding balance as of December 31, 2022 4,739,861 $ 14.24 The total fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020, was $33.9 million, $57.8 million, and $25.0 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of December 31, 2022 was $43.2 million and will be recognized over a weighted-average period of approximately 1.9 years.Performance Restricted Stock UnitsThe 2014 Plan provides for the issuance of PRSUs to eligible participants. PRSUs generally include both service conditions and either market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. 2U, Inc.Notes to Consolidated Financial Statements (Continued)1052014 PlanIn February 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors and consultants. The 2014 Plan also provides for the grant of performance-based cash awards to the Company’s employees, directors and consultants.A total of 2,800,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2014 Plan. In addition, the shares reserved for issuance under the 2014 Plan include (a) those shares reserved but unissued under the 2008 Plan, and (b) shares returned to the 2008 Plan as the result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to (a) and (b) is 5,943,348 shares). The number of shares of the Company’s common stock that may be issued under the 2014 Plan will automatically increase on January 1st of each year, for a period of ten years, from January 1, 2015 continuing through January 1, 2024, by 5% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The shares available for future issuance under the 2014 Plan increased by 3,916,733 and 3,782,719 on January 1, 2023 and 2022, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan.In addition, shares subject to outstanding stock awards granted under the 2008 Plan and 2014 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award, return to the 2014 Plan’s share reserve and become available for future grant under the 2014 Plan, up to the maximum number of shares of 5,943,348.As of December 31, 2022, the Company had 3,753,633 shares available for issuance under the 2014 Plan. Further, as of December 31, 2022, under the 2014 Plan, options to purchase 4,673,230 shares of the Company’s common stock were outstanding at a weighted-average exercise price of $27.25 per share, and 4,739,861 RSUs and 1,651,864 PRSUs were also outstanding.2008 PlanIn October 2008, the Company’s stockholders approved the Company’s 2008 Plan. The 2008 Plan was most recently amended on May 8, 2013. The 2008 Plan provided for the grant of incentive stock options to the Company’s employees and the employees of the Company’s subsidiaries, and for the grant of nonstatutory stock options, restricted stock awards and deferred stock awards to the Company’s employees, directors and consultants. The Company ceased granting equity awards under the 2008 Plan, and accordingly, as of January 30, 2014, no shares were available for future grant under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of outstanding awards granted thereunder.As of December 31, 2022, options to purchase 522,308 shares of the Company’s common stock were outstanding under the 2008 Plan at a weighted-average exercise price of $7.70 per share.Employee Stock Purchase PlanThe Company also has an ESPP. The Company’s ESPP provides (i) for two offering periods each year and (ii) that the purchase price for shares of the Company’s common stock purchased under the ESPP will be 90% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of the Company’s common stock on the first day of the offering period. Notwithstanding the foregoing, the compensation committee of the Company’s board of directors may exercise its discretion, subject to certain conditions, to make changes to certain aspects of the ESPP including, but not limited to, the length of the offering periods and that the purchase price will be 85% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of 2U’s common stock on the first day of the offering period. Participating eligible employees select a rate of payroll deduction between 1% and 15% of their salary or wage compensation received from the Company as in effect at the start of the offering period, with the aggregate purchase limited to a maximum fair market value of $25,000 per employee per year. Participation in the ESPP began on January 1, 2018. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 1,000,000 shares of 2U’s common stock may be issued under the ESPP, subject to adjustments for certain capital transactions.2U, Inc.Notes to Consolidated Financial Statements (Continued)104During the years ended December 31, 2022 and 2021, an aggregate of 136,039 and 150,685 shares, respectively, of the Company’s common stock were purchased in accordance with the ESPP. Net proceeds from the issuance of these shares were $1.3 million and $3.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, 379,670 shares remained available for purchase under the ESPP.Stock-Based Compensation ExpenseThe following table presents stock-based compensation expense related to the Stock Plans and the ESPP, contained on the following line items on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. The Company accounts for forfeitures as they occur. Year Ended December 31, 202220212020 (in thousands)Curriculum and teaching$ 208 $ 69 $ 230 Servicing and support 15,543 15,352 14,033 Technology and content development 9,534 11,832 12,014 Marketing and sales 6,319 6,711 8,217 General and administrative 48,616 63,802 47,548 Total stock-based compensation expense$ 80,220 $ 97,766 $ 82,042 Restricted Stock UnitsThe 2014 Plan provides for the issuance of RSUs to eligible participants. Throughout 2022, 2021, and 2020, the Company granted RSUs under the 2014 Plan to the Company’s directors and certain of the Company’s employees and certain consultants. The terms of the restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most restricted stock units vesting in equal quarterly or annual tranches, generally over a period of three to four years.The following table presents a summary of the Company’s RSU activity for the period indicated.Number of UnitsWeighted-AverageGrant Date FairValue per ShareOutstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 5,290,062 9.98Vested (2,279,812) 23.62Forfeited (883,452) 17.88Outstanding balance as of December 31, 2022 4,739,861 $ 14.24 The total fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020, was $33.9 million, $57.8 million, and $25.0 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of December 31, 2022 was $43.2 million and will be recognized over a weighted-average period of approximately 1.9 years.Performance Restricted Stock UnitsThe 2014 Plan provides for the issuance of PRSUs to eligible participants. PRSUs generally include both service conditions and either market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. 2U, Inc.Notes to Consolidated Financial Statements (Continued)105 2014 PlanIn February 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors and consultants. The 2014 Plan also provides for the grant of performance-based cash awards to the Company’s employees, directors and consultants.A total of 2,800,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2014 Plan. In addition, the shares reserved for issuance under the 2014 Plan include (a) those shares reserved but unissued under the 2008 Plan, and (b) shares returned to the 2008 Plan as the result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to (a) and (b) is 5,943,348 shares). The number of shares of the Company’s common stock that may be issued under the 2014 Plan will automatically increase on January 1st of each year, for a period of ten years, from January 1, 2015 continuing through January 1, 2024, by 5% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The shares available for future issuance under the 2014 Plan increased by 3,916,733 and 3,782,719 on January 1, 2023 and 2022, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan.In addition, shares subject to outstanding stock awards granted under the 2008 Plan and 2014 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award, return to the 2014 Plan’s share reserve and become available for future grant under the 2014 Plan, up to the maximum number of shares of 5,943,348.As of December 31, 2022, the Company had 3,753,633 shares available for issuance under the 2014 Plan. Further, as of December 31, 2022, under the 2014 Plan, options to purchase 4,673,230 shares of the Company’s common stock were outstanding at a weighted-average exercise price of $27.25 per share, and 4,739,861 RSUs and 1,651,864 PRSUs were also outstanding.2008 PlanIn October 2008, the Company’s stockholders approved the Company’s 2008 Plan. The 2008 Plan was most recently amended on May 8, 2013. The 2008 Plan provided for the grant of incentive stock options to the Company’s employees and the employees of the Company’s subsidiaries, and for the grant of nonstatutory stock options, restricted stock awards and deferred stock awards to the Company’s employees, directors and consultants. The Company ceased granting equity awards under the 2008 Plan, and accordingly, as of January 30, 2014, no shares were available for future grant under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of outstanding awards granted thereunder.As of December 31, 2022, options to purchase 522,308 shares of the Company’s common stock were outstanding under the 2008 Plan at a weighted-average exercise price of $7.70 per share.Employee Stock Purchase PlanThe Company also has an ESPP. The Company’s ESPP provides (i) for two offering periods each year and (ii) that the purchase price for shares of the Company’s common stock purchased under the ESPP will be 90% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of the Company’s common stock on the first day of the offering period. Notwithstanding the foregoing, the compensation committee of the Company’s board of directors may exercise its discretion, subject to certain conditions, to make changes to certain aspects of the ESPP including, but not limited to, the length of the offering periods and that the purchase price will be 85% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of 2U’s common stock on the first day of the offering period. Participating eligible employees select a rate of payroll deduction between 1% and 15% of their salary or wage compensation received from the Company as in effect at the start of the offering period, with the aggregate purchase limited to a maximum fair market value of $25,000 per employee per year. Participation in the ESPP began on January 1, 2018. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 1,000,000 shares of 2U’s common stock may be issued under the ESPP, subject to adjustments for certain capital transactions.2U, Inc.Notes to Consolidated Financial Statements (Continued)104During the years ended December 31, 2022 and 2021, an aggregate of 136,039 and 150,685 shares, respectively, of the Company’s common stock were purchased in accordance with the ESPP. Net proceeds from the issuance of these shares were $1.3 million and $3.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, 379,670 shares remained available for purchase under the ESPP.Stock-Based Compensation ExpenseThe following table presents stock-based compensation expense related to the Stock Plans and the ESPP, contained on the following line items on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. The Company accounts for forfeitures as they occur. Year Ended December 31, 202220212020 (in thousands)Curriculum and teaching$ 208 $ 69 $ 230 Servicing and support 15,543 15,352 14,033 Technology and content development 9,534 11,832 12,014 Marketing and sales 6,319 6,711 8,217 General and administrative 48,616 63,802 47,548 Total stock-based compensation expense$ 80,220 $ 97,766 $ 82,042 Restricted Stock UnitsThe 2014 Plan provides for the issuance of RSUs to eligible participants. Throughout 2022, 2021, and 2020, the Company granted RSUs under the 2014 Plan to the Company’s directors and certain of the Company’s employees and certain consultants. The terms of the restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most restricted stock units vesting in equal quarterly or annual tranches, generally over a period of three to four years.The following table presents a summary of the Company’s RSU activity for the period indicated.Number of UnitsWeighted-AverageGrant Date FairValue per ShareOutstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 5,290,062 9.98Vested (2,279,812) 23.62Forfeited (883,452) 17.88Outstanding balance as of December 31, 2022 4,739,861 $ 14.24 The total fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020, was $33.9 million, $57.8 million, and $25.0 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of December 31, 2022 was $43.2 million and will be recognized over a weighted-average period of approximately 1.9 years.Performance Restricted Stock UnitsThe 2014 Plan provides for the issuance of PRSUs to eligible participants. PRSUs generally include both service conditions and either market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. 2U, Inc.Notes to Consolidated Financial Statements (Continued)1052014 PlanIn February 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors and consultants. The 2014 Plan also provides for the grant of performance-based cash awards to the Company’s employees, directors and consultants.A total of 2,800,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2014 Plan. In addition, the shares reserved for issuance under the 2014 Plan include (a) those shares reserved but unissued under the 2008 Plan, and (b) shares returned to the 2008 Plan as the result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to (a) and (b) is 5,943,348 shares). The number of shares of the Company’s common stock that may be issued under the 2014 Plan will automatically increase on January 1st of each year, for a period of ten years, from January 1, 2015 continuing through January 1, 2024, by 5% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The shares available for future issuance under the 2014 Plan increased by 3,916,733 and 3,782,719 on January 1, 2023 and 2022, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan.In addition, shares subject to outstanding stock awards granted under the 2008 Plan and 2014 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award, return to the 2014 Plan’s share reserve and become available for future grant under the 2014 Plan, up to the maximum number of shares of 5,943,348.As of December 31, 2022, the Company had 3,753,633 shares available for issuance under the 2014 Plan. Further, as of December 31, 2022, under the 2014 Plan, options to purchase 4,673,230 shares of the Company’s common stock were outstanding at a weighted-average exercise price of $27.25 per share, and 4,739,861 RSUs and 1,651,864 PRSUs were also outstanding.2008 PlanIn October 2008, the Company’s stockholders approved the Company’s 2008 Plan. The 2008 Plan was most recently amended on May 8, 2013. The 2008 Plan provided for the grant of incentive stock options to the Company’s employees and the employees of the Company’s subsidiaries, and for the grant of nonstatutory stock options, restricted stock awards and deferred stock awards to the Company’s employees, directors and consultants. The Company ceased granting equity awards under the 2008 Plan, and accordingly, as of January 30, 2014, no shares were available for future grant under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of outstanding awards granted thereunder.As of December 31, 2022, options to purchase 522,308 shares of the Company’s common stock were outstanding under the 2008 Plan at a weighted-average exercise price of $7.70 per share.Employee Stock Purchase PlanThe Company also has an ESPP. The Company’s ESPP provides (i) for two offering periods each year and (ii) that the purchase price for shares of the Company’s common stock purchased under the ESPP will be 90% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of the Company’s common stock on the first day of the offering period. Notwithstanding the foregoing, the compensation committee of the Company’s board of directors may exercise its discretion, subject to certain conditions, to make changes to certain aspects of the ESPP including, but not limited to, the length of the offering periods and that the purchase price will be 85% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of 2U’s common stock on the first day of the offering period. Participating eligible employees select a rate of payroll deduction between 1% and 15% of their salary or wage compensation received from the Company as in effect at the start of the offering period, with the aggregate purchase limited to a maximum fair market value of $25,000 per employee per year. Participation in the ESPP began on January 1, 2018. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 1,000,000 shares of 2U’s common stock may be issued under the ESPP, subject to adjustments for certain capital transactions.2U, Inc.Notes to Consolidated Financial Statements (Continued)104During the years ended December 31, 2022 and 2021, an aggregate of 136,039 and 150,685 shares, respectively, of the Company’s common stock were purchased in accordance with the ESPP. Net proceeds from the issuance of these shares were $1.3 million and $3.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, 379,670 shares remained available for purchase under the ESPP.Stock-Based Compensation ExpenseThe following table presents stock-based compensation expense related to the Stock Plans and the ESPP, contained on the following line items on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. The Company accounts for forfeitures as they occur. Year Ended December 31, 202220212020 (in thousands)Curriculum and teaching$ 208 $ 69 $ 230 Servicing and support 15,543 15,352 14,033 Technology and content development 9,534 11,832 12,014 Marketing and sales 6,319 6,711 8,217 General and administrative 48,616 63,802 47,548 Total stock-based compensation expense$ 80,220 $ 97,766 $ 82,042 Restricted Stock UnitsThe 2014 Plan provides for the issuance of RSUs to eligible participants. Throughout 2022, 2021, and 2020, the Company granted RSUs under the 2014 Plan to the Company’s directors and certain of the Company’s employees and certain consultants. The terms of the restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most restricted stock units vesting in equal quarterly or annual tranches, generally over a period of three to four years.The following table presents a summary of the Company’s RSU activity for the period indicated.Number of UnitsWeighted-AverageGrant Date FairValue per ShareOutstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 5,290,062 9.98Vested (2,279,812) 23.62Forfeited (883,452) 17.88Outstanding balance as of December 31, 2022 4,739,861 $ 14.24 The total fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020, was $33.9 million, $57.8 million, and $25.0 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of December 31, 2022 was $43.2 million and will be recognized over a weighted-average period of approximately 1.9 years.Performance Restricted Stock UnitsThe 2014 Plan provides for the issuance of PRSUs to eligible participants. PRSUs generally include both service conditions and either market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. 2U, Inc.Notes to Consolidated Financial Statements (Continued)105 During the fourth quarter of 2019, the Company granted 1.3 million PRSUs with a weighted-average grant date fair value per share of $22.94 to certain of its employees. These PRSU awards are subject to vesting over a period of three years, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index during each of the one, two and three-year vesting periods. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and is not subject to fluctuation due to the achievement of market-based targets. For the first and second performance periods, 200% of the eligible PRSUs were earned. For the third performance period, 0% of the eligible PRSUs were earned.During the first quarter of 2020, as part of its annual equity awards cycle, the Company awarded 1.9 million PRSUs with an aggregate intrinsic value of $37.8 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for each of the performance periods, depending on the achievement of market-based targets, which are established annually. The PRSUs vest at the end of each of three one-year performance periods, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. Of the PRSUs awarded, 0.6 million were granted in January 2020 with a weighted-average grant date fair value per share of $22.45, 0.6 million were granted in January 2021 with a weighted-average grant date fair value per share of $61.14, and 0.7 million were granted in January 2022 with a weighted-average grant date fair value per share of $23.46. For the first performance period, 200% of the eligible PRSUs were earned. For the second and third performance periods, 0% of the eligible PRSUs were earned.During the first quarter of 2021, as part of its annual equity awards cycle, the Company awarded 0.4 million PRSUs with an aggregate intrinsic value of $20.0 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.1 million were granted in March 2021 with a weighted-average grant date fair value per share of $40.69 and 0.1 million were granted in January 2022 with a weighted-average grant date fair value per share of $20.07. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 112.7% of the eligible PRSUs were earned. For the second performance period, 100% of the eligible PRSUs were earned. During the first quarter of 2021, as part of its annual equity awards cycle, the Company granted 0.2 million PRSUs with an aggregate intrinsic value of $9.1 million and a weighted-average grant date fair value of $61.94. These PRSU awards vest at the end of a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 1.7 million PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.6 million were granted in March 2022 with a weighted-average grant date fair value per share of $10.77. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 100% of the eligible PRSUs were earned.During the first quarter of 2022, as part of its annual equity awards cycle, the Company granted 0.7 million PRSUs with an aggregate intrinsic value of $8.9 million and a weighted-average grant date fair value of $14.53. These PRSU awards are subject to vesting over a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. 2U, Inc.Notes to Consolidated Financial Statements (Continued)106The Company values PRSUs subject to market-based vesting conditions using a Monte Carlo valuation model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the performance period. The expected life is consistent with the performance period of the awards. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions that were granted for the periods presented. Year Ended December 31, 202220212020Risk-free interest rate0.39% – 1.88%0.10% – 0.26%1.51%Expected term (years)1.00 – 3.001.00 – 3.001.00Expected volatility49% – 97%85% – 89%75%Dividend yield0%0%0%The following table presents a summary of the Company’s PRSU activity for the period indicated. Number ofUnitsWeighted-Average Grant Date Fair Value per ShareOutstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63Vested (313,778) 12.28Forfeited (1,237,282) 39.39Outstanding balance as of December 31, 2022 1,651,864 $ 22.74 The total fair value of PRSUs vested during the years ended December 31, 2022, 2021 and 2020, was $1.9 million, $71.9 million, and $28.5 million, respectively. The total compensation cost related to the unvested PRSUs not yet recognized as of December 31, 2022 was $10.5 million and will be recognized over a weighted-average period of approximately 1.8 years.Stock OptionsThe Stock Plans provide for the issuance of stock options to eligible participants. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years.The terms of stock option grants, including the exercise price per share and vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Stock options are granted at exercise prices of not less than the estimated fair market value of the Company’s common stock at the date of grant. Stock options are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most options vesting in tranches, generally over a three- or four-year period. Stock options granted under the 2014 Plan and the 2008 Plan are subject to service-based vesting conditions, and generally expire ten years from the grant date.The Company values stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life of the option, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company uses the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life of the stock options. The Company assumes no dividend yield 2U, Inc.Notes to Consolidated Financial Statements (Continued)107During the fourth quarter of 2019, the Company granted 1.3 million PRSUs with a weighted-average grant date fair value per share of $22.94 to certain of its employees. These PRSU awards are subject to vesting over a period of three years, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index during each of the one, two and three-year vesting periods. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and is not subject to fluctuation due to the achievement of market-based targets. For the first and second performance periods, 200% of the eligible PRSUs were earned. For the third performance period, 0% of the eligible PRSUs were earned.During the first quarter of 2020, as part of its annual equity awards cycle, the Company awarded 1.9 million PRSUs with an aggregate intrinsic value of $37.8 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for each of the performance periods, depending on the achievement of market-based targets, which are established annually. The PRSUs vest at the end of each of three one-year performance periods, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. Of the PRSUs awarded, 0.6 million were granted in January 2020 with a weighted-average grant date fair value per share of $22.45, 0.6 million were granted in January 2021 with a weighted-average grant date fair value per share of $61.14, and 0.7 million were granted in January 2022 with a weighted-average grant date fair value per share of $23.46. For the first performance period, 200% of the eligible PRSUs were earned. For the second and third performance periods, 0% of the eligible PRSUs were earned.During the first quarter of 2021, as part of its annual equity awards cycle, the Company awarded 0.4 million PRSUs with an aggregate intrinsic value of $20.0 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.1 million were granted in March 2021 with a weighted-average grant date fair value per share of $40.69 and 0.1 million were granted in January 2022 with a weighted-average grant date fair value per share of $20.07. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 112.7% of the eligible PRSUs were earned. For the second performance period, 100% of the eligible PRSUs were earned. During the first quarter of 2021, as part of its annual equity awards cycle, the Company granted 0.2 million PRSUs with an aggregate intrinsic value of $9.1 million and a weighted-average grant date fair value of $61.94. These PRSU awards vest at the end of a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 1.7 million PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.6 million were granted in March 2022 with a weighted-average grant date fair value per share of $10.77. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 100% of the eligible PRSUs were earned.During the first quarter of 2022, as part of its annual equity awards cycle, the Company granted 0.7 million PRSUs with an aggregate intrinsic value of $8.9 million and a weighted-average grant date fair value of $14.53. These PRSU awards are subject to vesting over a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. 2U, Inc.Notes to Consolidated Financial Statements (Continued)106The Company values PRSUs subject to market-based vesting conditions using a Monte Carlo valuation model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the performance period. The expected life is consistent with the performance period of the awards. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions that were granted for the periods presented. Year Ended December 31, 202220212020Risk-free interest rate0.39% – 1.88%0.10% – 0.26%1.51%Expected term (years)1.00 – 3.001.00 – 3.001.00Expected volatility49% – 97%85% – 89%75%Dividend yield0%0%0%The following table presents a summary of the Company’s PRSU activity for the period indicated. Number ofUnitsWeighted-Average Grant Date Fair Value per ShareOutstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63Vested (313,778) 12.28Forfeited (1,237,282) 39.39Outstanding balance as of December 31, 2022 1,651,864 $ 22.74 The total fair value of PRSUs vested during the years ended December 31, 2022, 2021 and 2020, was $1.9 million, $71.9 million, and $28.5 million, respectively. The total compensation cost related to the unvested PRSUs not yet recognized as of December 31, 2022 was $10.5 million and will be recognized over a weighted-average period of approximately 1.8 years.Stock OptionsThe Stock Plans provide for the issuance of stock options to eligible participants. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years.The terms of stock option grants, including the exercise price per share and vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Stock options are granted at exercise prices of not less than the estimated fair market value of the Company’s common stock at the date of grant. Stock options are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most options vesting in tranches, generally over a three- or four-year period. Stock options granted under the 2014 Plan and the 2008 Plan are subject to service-based vesting conditions, and generally expire ten years from the grant date.The Company values stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life of the option, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company uses the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life of the stock options. The Company assumes no dividend yield 2U, Inc.Notes to Consolidated Financial Statements (Continued)107 During the fourth quarter of 2019, the Company granted 1.3 million PRSUs with a weighted-average grant date fair value per share of $22.94 to certain of its employees. These PRSU awards are subject to vesting over a period of three years, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index during each of the one, two and three-year vesting periods. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and is not subject to fluctuation due to the achievement of market-based targets. For the first and second performance periods, 200% of the eligible PRSUs were earned. For the third performance period, 0% of the eligible PRSUs were earned.During the first quarter of 2020, as part of its annual equity awards cycle, the Company awarded 1.9 million PRSUs with an aggregate intrinsic value of $37.8 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for each of the performance periods, depending on the achievement of market-based targets, which are established annually. The PRSUs vest at the end of each of three one-year performance periods, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. Of the PRSUs awarded, 0.6 million were granted in January 2020 with a weighted-average grant date fair value per share of $22.45, 0.6 million were granted in January 2021 with a weighted-average grant date fair value per share of $61.14, and 0.7 million were granted in January 2022 with a weighted-average grant date fair value per share of $23.46. For the first performance period, 200% of the eligible PRSUs were earned. For the second and third performance periods, 0% of the eligible PRSUs were earned.During the first quarter of 2021, as part of its annual equity awards cycle, the Company awarded 0.4 million PRSUs with an aggregate intrinsic value of $20.0 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.1 million were granted in March 2021 with a weighted-average grant date fair value per share of $40.69 and 0.1 million were granted in January 2022 with a weighted-average grant date fair value per share of $20.07. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 112.7% of the eligible PRSUs were earned. For the second performance period, 100% of the eligible PRSUs were earned. During the first quarter of 2021, as part of its annual equity awards cycle, the Company granted 0.2 million PRSUs with an aggregate intrinsic value of $9.1 million and a weighted-average grant date fair value of $61.94. These PRSU awards vest at the end of a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 1.7 million PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.6 million were granted in March 2022 with a weighted-average grant date fair value per share of $10.77. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 100% of the eligible PRSUs were earned.During the first quarter of 2022, as part of its annual equity awards cycle, the Company granted 0.7 million PRSUs with an aggregate intrinsic value of $8.9 million and a weighted-average grant date fair value of $14.53. These PRSU awards are subject to vesting over a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. 2U, Inc.Notes to Consolidated Financial Statements (Continued)106The Company values PRSUs subject to market-based vesting conditions using a Monte Carlo valuation model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the performance period. The expected life is consistent with the performance period of the awards. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions that were granted for the periods presented. Year Ended December 31, 202220212020Risk-free interest rate0.39% – 1.88%0.10% – 0.26%1.51%Expected term (years)1.00 – 3.001.00 – 3.001.00Expected volatility49% – 97%85% – 89%75%Dividend yield0%0%0%The following table presents a summary of the Company’s PRSU activity for the period indicated. Number ofUnitsWeighted-Average Grant Date Fair Value per ShareOutstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63Vested (313,778) 12.28Forfeited (1,237,282) 39.39Outstanding balance as of December 31, 2022 1,651,864 $ 22.74 The total fair value of PRSUs vested during the years ended December 31, 2022, 2021 and 2020, was $1.9 million, $71.9 million, and $28.5 million, respectively. The total compensation cost related to the unvested PRSUs not yet recognized as of December 31, 2022 was $10.5 million and will be recognized over a weighted-average period of approximately 1.8 years.Stock OptionsThe Stock Plans provide for the issuance of stock options to eligible participants. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years.The terms of stock option grants, including the exercise price per share and vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Stock options are granted at exercise prices of not less than the estimated fair market value of the Company’s common stock at the date of grant. Stock options are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most options vesting in tranches, generally over a three- or four-year period. Stock options granted under the 2014 Plan and the 2008 Plan are subject to service-based vesting conditions, and generally expire ten years from the grant date.The Company values stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life of the option, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company uses the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life of the stock options. The Company assumes no dividend yield 2U, Inc.Notes to Consolidated Financial Statements (Continued)107During the fourth quarter of 2019, the Company granted 1.3 million PRSUs with a weighted-average grant date fair value per share of $22.94 to certain of its employees. These PRSU awards are subject to vesting over a period of three years, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index during each of the one, two and three-year vesting periods. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and is not subject to fluctuation due to the achievement of market-based targets. For the first and second performance periods, 200% of the eligible PRSUs were earned. For the third performance period, 0% of the eligible PRSUs were earned.During the first quarter of 2020, as part of its annual equity awards cycle, the Company awarded 1.9 million PRSUs with an aggregate intrinsic value of $37.8 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for each of the performance periods, depending on the achievement of market-based targets, which are established annually. The PRSUs vest at the end of each of three one-year performance periods, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. Of the PRSUs awarded, 0.6 million were granted in January 2020 with a weighted-average grant date fair value per share of $22.45, 0.6 million were granted in January 2021 with a weighted-average grant date fair value per share of $61.14, and 0.7 million were granted in January 2022 with a weighted-average grant date fair value per share of $23.46. For the first performance period, 200% of the eligible PRSUs were earned. For the second and third performance periods, 0% of the eligible PRSUs were earned.During the first quarter of 2021, as part of its annual equity awards cycle, the Company awarded 0.4 million PRSUs with an aggregate intrinsic value of $20.0 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.1 million were granted in March 2021 with a weighted-average grant date fair value per share of $40.69 and 0.1 million were granted in January 2022 with a weighted-average grant date fair value per share of $20.07. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 112.7% of the eligible PRSUs were earned. For the second performance period, 100% of the eligible PRSUs were earned. During the first quarter of 2021, as part of its annual equity awards cycle, the Company granted 0.2 million PRSUs with an aggregate intrinsic value of $9.1 million and a weighted-average grant date fair value of $61.94. These PRSU awards vest at the end of a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 1.7 million PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.6 million were granted in March 2022 with a weighted-average grant date fair value per share of $10.77. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 100% of the eligible PRSUs were earned.During the first quarter of 2022, as part of its annual equity awards cycle, the Company granted 0.7 million PRSUs with an aggregate intrinsic value of $8.9 million and a weighted-average grant date fair value of $14.53. These PRSU awards are subject to vesting over a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. 2U, Inc.Notes to Consolidated Financial Statements (Continued)106The Company values PRSUs subject to market-based vesting conditions using a Monte Carlo valuation model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the performance period. The expected life is consistent with the performance period of the awards. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions that were granted for the periods presented. Year Ended December 31, 202220212020Risk-free interest rate0.39% – 1.88%0.10% – 0.26%1.51%Expected term (years)1.00 – 3.001.00 – 3.001.00Expected volatility49% – 97%85% – 89%75%Dividend yield0%0%0%The following table presents a summary of the Company’s PRSU activity for the period indicated. Number ofUnitsWeighted-Average Grant Date Fair Value per ShareOutstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63Vested (313,778) 12.28Forfeited (1,237,282) 39.39Outstanding balance as of December 31, 2022 1,651,864 $ 22.74 The total fair value of PRSUs vested during the years ended December 31, 2022, 2021 and 2020, was $1.9 million, $71.9 million, and $28.5 million, respectively. The total compensation cost related to the unvested PRSUs not yet recognized as of December 31, 2022 was $10.5 million and will be recognized over a weighted-average period of approximately 1.8 years.Stock OptionsThe Stock Plans provide for the issuance of stock options to eligible participants. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed 10 years.The terms of stock option grants, including the exercise price per share and vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Stock options are granted at exercise prices of not less than the estimated fair market value of the Company’s common stock at the date of grant. Stock options are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most options vesting in tranches, generally over a three- or four-year period. Stock options granted under the 2014 Plan and the 2008 Plan are subject to service-based vesting conditions, and generally expire ten years from the grant date.The Company values stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life of the option, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company uses the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life of the stock options. The Company assumes no dividend yield 2U, Inc.Notes to Consolidated Financial Statements (Continued)107 because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the periods presented. No stock options were granted during the year ended December 31, 2021. Year Ended December 31, 20222020Risk-free interest rate1.9%-4.2%1.5%Expected term (years)5.63 - 5.786.04Expected volatility75% - 81%64%Dividend yield0%0%The following table presents a summary of the Company’s stock option activity for the period indicated. Number ofOptionsWeighted-AverageExercise Price perShareWeighted-AverageRemainingContractual Term(in years)AggregateIntrinsicValue(in thousands)Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87$ 16,246 Granted 3,203,323 10.71 7.07Exercised (324,965) 3.48 0.07Forfeited (651,407) 12.91 Expired (508,852) 37.40 Outstanding balance as of December 31, 2022 5,195,538 25.28 5.88 78 Exercisable as of December 31, 2022 3,195,768 $ 32.34 3.96$ 76 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2020 was $6.98 and $11.48 per share, respectively.The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $3.3 million, $6.8 million and $8.7 million, respectively.The total unrecognized compensation cost related to the unvested options as of December 31, 2022 was $15.0 million and will be recognized over a weighted-average period of approximately 2.0 years.14. Net Loss per ShareDiluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the periods indicated. Year Ended December 31, 202220212020Stock options 5,195,538 3,477,439 3,916,867 Restricted stock units 4,739,861 2,613,063 3,010,019 Performance restricted stock units 1,651,864 1,121,277 1,355,296 Shares related to convertible senior notes 13,443,374 13,443,374 3,432,837 Total antidilutive securities 25,030,637 20,655,153 11,715,019 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. 2U, Inc.Notes to Consolidated Financial Statements (Continued)108 Year Ended December 31, 202220212020Numerator (in thousands): Net loss$ (322,151) $ (194,766) $ (216,484) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) 15. Segment and Geographic InformationThe Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s Degree Program Segment includes the technology and services provided to nonprofit colleges and universities to enable the online delivery of degree programs. The Company’s Alternative Credential Segment includes the premium online executive education programs and technical skills-based boot camps provided through relationships with nonprofit colleges, universities, and other leading organizations.Significant CustomersFor the years ended December 31, 2022 and 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. For the year ended December 31, 2020, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated revenue, contributing $74.6 million, or approximately 10% of the Company’s consolidated revenue.As of December 31, 2022, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $7.3 million, which equaled 12% of the Company’s consolidated accounts receivable, net balance. As of December 31, 2021, two university clients in the Degree Program Segment each accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $9.8 million and $8.8 million, which equaled 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)14. Net Loss per Share (Continued)109because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the periods presented. No stock options were granted during the year ended December 31, 2021. Year Ended December 31, 20222020Risk-free interest rate1.9%-4.2%1.5%Expected term (years)5.63 - 5.786.04Expected volatility75% - 81%64%Dividend yield0%0%The following table presents a summary of the Company’s stock option activity for the period indicated. Number ofOptionsWeighted-AverageExercise Price perShareWeighted-AverageRemainingContractual Term(in years)AggregateIntrinsicValue(in thousands)Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87$ 16,246 Granted 3,203,323 10.71 7.07Exercised (324,965) 3.48 0.07Forfeited (651,407) 12.91 Expired (508,852) 37.40 Outstanding balance as of December 31, 2022 5,195,538 25.28 5.88 78 Exercisable as of December 31, 2022 3,195,768 $ 32.34 3.96$ 76 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2020 was $6.98 and $11.48 per share, respectively.The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $3.3 million, $6.8 million and $8.7 million, respectively.The total unrecognized compensation cost related to the unvested options as of December 31, 2022 was $15.0 million and will be recognized over a weighted-average period of approximately 2.0 years.14. Net Loss per ShareDiluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the periods indicated. Year Ended December 31, 202220212020Stock options 5,195,538 3,477,439 3,916,867 Restricted stock units 4,739,861 2,613,063 3,010,019 Performance restricted stock units 1,651,864 1,121,277 1,355,296 Shares related to convertible senior notes 13,443,374 13,443,374 3,432,837 Total antidilutive securities 25,030,637 20,655,153 11,715,019 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. 2U, Inc.Notes to Consolidated Financial Statements (Continued)108 Year Ended December 31, 202220212020Numerator (in thousands): Net loss$ (322,151) $ (194,766) $ (216,484) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) 15. Segment and Geographic InformationThe Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s Degree Program Segment includes the technology and services provided to nonprofit colleges and universities to enable the online delivery of degree programs. The Company’s Alternative Credential Segment includes the premium online executive education programs and technical skills-based boot camps provided through relationships with nonprofit colleges, universities, and other leading organizations.Significant CustomersFor the years ended December 31, 2022 and 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. For the year ended December 31, 2020, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated revenue, contributing $74.6 million, or approximately 10% of the Company’s consolidated revenue.As of December 31, 2022, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $7.3 million, which equaled 12% of the Company’s consolidated accounts receivable, net balance. As of December 31, 2021, two university clients in the Degree Program Segment each accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $9.8 million and $8.8 million, which equaled 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)14. Net Loss per Share (Continued)109 because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the periods presented. No stock options were granted during the year ended December 31, 2021. Year Ended December 31, 20222020Risk-free interest rate1.9%-4.2%1.5%Expected term (years)5.63 - 5.786.04Expected volatility75% - 81%64%Dividend yield0%0%The following table presents a summary of the Company’s stock option activity for the period indicated. Number ofOptionsWeighted-AverageExercise Price perShareWeighted-AverageRemainingContractual Term(in years)AggregateIntrinsicValue(in thousands)Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87$ 16,246 Granted 3,203,323 10.71 7.07Exercised (324,965) 3.48 0.07Forfeited (651,407) 12.91 Expired (508,852) 37.40 Outstanding balance as of December 31, 2022 5,195,538 25.28 5.88 78 Exercisable as of December 31, 2022 3,195,768 $ 32.34 3.96$ 76 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2020 was $6.98 and $11.48 per share, respectively.The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $3.3 million, $6.8 million and $8.7 million, respectively.The total unrecognized compensation cost related to the unvested options as of December 31, 2022 was $15.0 million and will be recognized over a weighted-average period of approximately 2.0 years.14. Net Loss per ShareDiluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the periods indicated. Year Ended December 31, 202220212020Stock options 5,195,538 3,477,439 3,916,867 Restricted stock units 4,739,861 2,613,063 3,010,019 Performance restricted stock units 1,651,864 1,121,277 1,355,296 Shares related to convertible senior notes 13,443,374 13,443,374 3,432,837 Total antidilutive securities 25,030,637 20,655,153 11,715,019 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. 2U, Inc.Notes to Consolidated Financial Statements (Continued)108 Year Ended December 31, 202220212020Numerator (in thousands): Net loss$ (322,151) $ (194,766) $ (216,484) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) 15. Segment and Geographic InformationThe Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s Degree Program Segment includes the technology and services provided to nonprofit colleges and universities to enable the online delivery of degree programs. The Company’s Alternative Credential Segment includes the premium online executive education programs and technical skills-based boot camps provided through relationships with nonprofit colleges, universities, and other leading organizations.Significant CustomersFor the years ended December 31, 2022 and 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. For the year ended December 31, 2020, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated revenue, contributing $74.6 million, or approximately 10% of the Company’s consolidated revenue.As of December 31, 2022, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $7.3 million, which equaled 12% of the Company’s consolidated accounts receivable, net balance. As of December 31, 2021, two university clients in the Degree Program Segment each accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $9.8 million and $8.8 million, which equaled 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)14. Net Loss per Share (Continued)109because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date.The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the periods presented. No stock options were granted during the year ended December 31, 2021. Year Ended December 31, 20222020Risk-free interest rate1.9%-4.2%1.5%Expected term (years)5.63 - 5.786.04Expected volatility75% - 81%64%Dividend yield0%0%The following table presents a summary of the Company’s stock option activity for the period indicated. Number ofOptionsWeighted-AverageExercise Price perShareWeighted-AverageRemainingContractual Term(in years)AggregateIntrinsicValue(in thousands)Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87$ 16,246 Granted 3,203,323 10.71 7.07Exercised (324,965) 3.48 0.07Forfeited (651,407) 12.91 Expired (508,852) 37.40 Outstanding balance as of December 31, 2022 5,195,538 25.28 5.88 78 Exercisable as of December 31, 2022 3,195,768 $ 32.34 3.96$ 76 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2020 was $6.98 and $11.48 per share, respectively.The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $3.3 million, $6.8 million and $8.7 million, respectively.The total unrecognized compensation cost related to the unvested options as of December 31, 2022 was $15.0 million and will be recognized over a weighted-average period of approximately 2.0 years.14. Net Loss per ShareDiluted net loss per share is the same as basic net loss per share for all periods presented because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. The following securities have been excluded from the calculation of weighted-average shares of common stock outstanding because the effect is anti-dilutive for each of the periods indicated. Year Ended December 31, 202220212020Stock options 5,195,538 3,477,439 3,916,867 Restricted stock units 4,739,861 2,613,063 3,010,019 Performance restricted stock units 1,651,864 1,121,277 1,355,296 Shares related to convertible senior notes 13,443,374 13,443,374 3,432,837 Total antidilutive securities 25,030,637 20,655,153 11,715,019 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. 2U, Inc.Notes to Consolidated Financial Statements (Continued)108 Year Ended December 31, 202220212020Numerator (in thousands): Net loss$ (322,151) $ (194,766) $ (216,484) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Net loss per share, basic and diluted$ (4.17) $ (2.61) $ (3.22) 15. Segment and Geographic InformationThe Company has two reportable segments: the Degree Program Segment and the Alternative Credential Segment. The Company’s reportable segments are determined based on (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer (“CEO”), (ii) internal management and related reporting structure, and (iii) the basis upon which the CEO makes resource allocation decisions. The Company’s Degree Program Segment includes the technology and services provided to nonprofit colleges and universities to enable the online delivery of degree programs. The Company’s Alternative Credential Segment includes the premium online executive education programs and technical skills-based boot camps provided through relationships with nonprofit colleges, universities, and other leading organizations.Significant CustomersFor the years ended December 31, 2022 and 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. For the year ended December 31, 2020, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated revenue, contributing $74.6 million, or approximately 10% of the Company’s consolidated revenue.As of December 31, 2022, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $7.3 million, which equaled 12% of the Company’s consolidated accounts receivable, net balance. As of December 31, 2021, two university clients in the Degree Program Segment each accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $9.8 million and $8.8 million, which equaled 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)14. Net Loss per Share (Continued)109 Segment PerformanceThe following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ 486,676 Alternative Credential Segment 391,472 353,394 287,857 Total revenue$ 963,080 $ 945,682 $ 774,533 Segment profitability** Degree Program Segment$ 180,727 $ 126,141 $ 49,607 Alternative Credential Segment (55,646) (59,564) (33,534) Total segment profitability$ 125,081 $ 66,577 $ 16,073 Segment profitability margin*** Degree Program Segment 32 % 21 % 10 %Alternative Credential Segment (14) % (17) % (12) %Total segment profitability margin 13 % 7 % 2 %*The Company has excluded immaterial amounts of intersegment revenues from the years ended December 31, 2022, 2021 and 2020.**The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.***The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue.2U, Inc.Notes to Consolidated Financial Statements (Continued)110The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments:Stock-based compensation expense 80,220 97,766 82,042 Other (income) expense, net 3,815 (22,324) 1,429 Net interest expense 61,069 49,747 25,963 Income tax benefit (903) (1,196) (1,514) Depreciation and amortization expense 128,153 108,448 96,469 Loss on debt extinguishment — 1,101 11,671 Impairment charge 138,291 — — Restructuring charges 33,239 8,544 6,811 Other* 3,348 19,257 9,686 Total adjustments 447,232 261,343 232,557 Total segment profitability$ 125,081 $ 66,577 $ 16,073 *Includes (i) transaction and integration costs of $3.6 million, $16.9 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and (ii) stockholder activism and litigation-related (recoveries) costs of $(0.3) million, $2.4 million and $7.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.The following table presents the Company’s total assets by segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Total assets Degree Program Segment$ 459,252 $ 546,572 Alternative Credential Segment 1,351,607 1,562,434 Total assets$ 1,810,859 $ 2,109,006 Geographical InformationThe Company’s non-U.S. revenue is based on the currency of the country in which the university client primarily operates. The Company’s non-U.S. revenue was $107.2 million, $98.5 million and $73.0 million for the years ended December 31, 20222021 and 2020, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of December 31, 2022 and 2021 totaled approximately $4.5 million and $3.3 million, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)111, Segment PerformanceThe following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ 486,676 Alternative Credential Segment 391,472 353,394 287,857 Total revenue$ 963,080 $ 945,682 $ 774,533 Segment profitability** Degree Program Segment$ 180,727 $ 126,141 $ 49,607 Alternative Credential Segment (55,646) (59,564) (33,534) Total segment profitability$ 125,081 $ 66,577 $ 16,073 Segment profitability margin*** Degree Program Segment 32 % 21 % 10 %Alternative Credential Segment (14) % (17) % (12) %Total segment profitability margin 13 % 7 % 2 %*The Company has excluded immaterial amounts of intersegment revenues from the years ended December 31, 2022, 2021 and 2020.**The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.***The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue.2U, Inc.Notes to Consolidated Financial Statements (Continued)110The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments:Stock-based compensation expense 80,220 97,766 82,042 Other (income) expense, net 3,815 (22,324) 1,429 Net interest expense 61,069 49,747 25,963 Income tax benefit (903) (1,196) (1,514) Depreciation and amortization expense 128,153 108,448 96,469 Loss on debt extinguishment — 1,101 11,671 Impairment charge 138,291 — — Restructuring charges 33,239 8,544 6,811 Other* 3,348 19,257 9,686 Total adjustments 447,232 261,343 232,557 Total segment profitability$ 125,081 $ 66,577 $ 16,073 *Includes (i) transaction and integration costs of $3.6 million, $16.9 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and (ii) stockholder activism and litigation-related (recoveries) costs of $(0.3) million, $2.4 million and $7.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.The following table presents the Company’s total assets by segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Total assets Degree Program Segment$ 459,252 $ 546,572 Alternative Credential Segment 1,351,607 1,562,434 Total assets$ 1,810,859 $ 2,109,006 Geographical InformationThe Company’s non-U.S. revenue is based on the currency of the country in which the university client primarily operates. The Company’s non-U.S. revenue was $107.2 million, $98.5 million and $73.0 million for the years ended December 31, 20222021 and 2020, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of December 31, 2022 and 2021 totaled approximately $4.5 million and $3.3 million, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)111, Segment PerformanceThe following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ 486,676 Alternative Credential Segment 391,472 353,394 287,857 Total revenue$ 963,080 $ 945,682 $ 774,533 Segment profitability** Degree Program Segment$ 180,727 $ 126,141 $ 49,607 Alternative Credential Segment (55,646) (59,564) (33,534) Total segment profitability$ 125,081 $ 66,577 $ 16,073 Segment profitability margin*** Degree Program Segment 32 % 21 % 10 %Alternative Credential Segment (14) % (17) % (12) %Total segment profitability margin 13 % 7 % 2 %*The Company has excluded immaterial amounts of intersegment revenues from the years ended December 31, 2022, 2021 and 2020.**The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.***The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue.2U, Inc.Notes to Consolidated Financial Statements (Continued)110The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments:Stock-based compensation expense 80,220 97,766 82,042 Other (income) expense, net 3,815 (22,324) 1,429 Net interest expense 61,069 49,747 25,963 Income tax benefit (903) (1,196) (1,514) Depreciation and amortization expense 128,153 108,448 96,469 Loss on debt extinguishment — 1,101 11,671 Impairment charge 138,291 — — Restructuring charges 33,239 8,544 6,811 Other* 3,348 19,257 9,686 Total adjustments 447,232 261,343 232,557 Total segment profitability$ 125,081 $ 66,577 $ 16,073 *Includes (i) transaction and integration costs of $3.6 million, $16.9 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and (ii) stockholder activism and litigation-related (recoveries) costs of $(0.3) million, $2.4 million and $7.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.The following table presents the Company’s total assets by segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Total assets Degree Program Segment$ 459,252 $ 546,572 Alternative Credential Segment 1,351,607 1,562,434 Total assets$ 1,810,859 $ 2,109,006 Geographical InformationThe Company’s non-U.S. revenue is based on the currency of the country in which the university client primarily operates. The Company’s non-U.S. revenue was $107.2 million, $98.5 million and $73.0 million for the years ended December 31, 20222021 and 2020, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of December 31, 2022 and 2021 totaled approximately $4.5 million and $3.3 million, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)111, Segment PerformanceThe following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Revenue by segment* Degree Program Segment$ 571,608 $ 592,288 $ 486,676 Alternative Credential Segment 391,472 353,394 287,857 Total revenue$ 963,080 $ 945,682 $ 774,533 Segment profitability** Degree Program Segment$ 180,727 $ 126,141 $ 49,607 Alternative Credential Segment (55,646) (59,564) (33,534) Total segment profitability$ 125,081 $ 66,577 $ 16,073 Segment profitability margin*** Degree Program Segment 32 % 21 % 10 %Alternative Credential Segment (14) % (17) % (12) %Total segment profitability margin 13 % 7 % 2 %*The Company has excluded immaterial amounts of intersegment revenues from the years ended December 31, 2022, 2021 and 2020.**The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period.***The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue.2U, Inc.Notes to Consolidated Financial Statements (Continued)110The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Year Ended December 31, 202220212020 (in thousands)Net loss$ (322,151) $ (194,766) $ (216,484) Adjustments:Stock-based compensation expense 80,220 97,766 82,042 Other (income) expense, net 3,815 (22,324) 1,429 Net interest expense 61,069 49,747 25,963 Income tax benefit (903) (1,196) (1,514) Depreciation and amortization expense 128,153 108,448 96,469 Loss on debt extinguishment — 1,101 11,671 Impairment charge 138,291 — — Restructuring charges 33,239 8,544 6,811 Other* 3,348 19,257 9,686 Total adjustments 447,232 261,343 232,557 Total segment profitability$ 125,081 $ 66,577 $ 16,073 *Includes (i) transaction and integration costs of $3.6 million, $16.9 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and (ii) stockholder activism and litigation-related (recoveries) costs of $(0.3) million, $2.4 million and $7.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.The following table presents the Company’s total assets by segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Total assets Degree Program Segment$ 459,252 $ 546,572 Alternative Credential Segment 1,351,607 1,562,434 Total assets$ 1,810,859 $ 2,109,006 Geographical InformationThe Company’s non-U.S. revenue is based on the currency of the country in which the university client primarily operates. The Company’s non-U.S. revenue was $107.2 million, $98.5 million and $73.0 million for the years ended December 31, 20222021 and 2020, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of December 31, 2022 and 2021 totaled approximately $4.5 million and $3.3 million, respectively.2U, Inc.Notes to Consolidated Financial Statements (Continued)111, 16. Receivables and Contract LiabilitiesTrade Accounts ReceivableThe Company’s trade accounts receivable balances relate to amounts due from students or customers occurring in the normal course of business. Trade accounts receivable balances have a term of less than one year and are included in accounts receivable, net on the Company’s consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. December 31, 2022December 31, 2021 (in thousands)Degree Program Segment accounts receivable$ 20,612 $ 31,762 Degree Program Segment unbilled revenue 8,496 4,440 Alternative Credential Segment accounts receivable 51,360 42,771 Total 80,468 78,973 Less: Provision for credit losses (17,642) (11,686) Trade accounts receivable, net$ 62,826 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 11,686 Current period provision 6,393 Foreign currency translation adjustments (36) Other (401) Balance as of December 31, 2022$ 17,642 Other ReceivablesThe Company’s other receivables are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These payment plans, which are managed and serviced by third-party providers, are designed to assist students with paying tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. The carrying value of these receivable balances approximate their fair value. The following table presents the components of the Company’s other receivables, net, as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Other receivables, amortized cost$ 52,180 $ 52,428 Less: Provision for credit losses (3,579) (1,421) Other receivables, net$ 48,601 $ 51,007 Other receivables, net, current$ 33,813 $ 29,439 Other receivables, net, non-current$ 14,788 $ 21,568 2U, Inc.Notes to Consolidated Financial Statements (Continued)112The following table presents the change in provision for credit losses for other receivables on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 1,421 Current period provision 2,216 Other (58) Balance as of December 31, 2022$ 3,579 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of December 31, 2022, 83% of other receivables, net due under extended payment plans were current.At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. December 31, 2022Year of Origination 20222021202020192018Total(in thousands)Credit Quality TierHigh$ 15,737 $ 2,285 $ 48 $ 18 115 $ 18,203 Mid 14,005 3,773 1,239 1,363 392 20,772 Low 6,160 3,099 1,677 1,939 330 13,205 Total$ 35,902 $ 9,157 $ 2,964 $ 3,320 $ 837 $ 52,180 December 31, 2021Year of Origination 2021202020192018Total (in thousands)Credit Quality TierHigh$ 18,466 $ 1,635 $ 24 115 $ 20,240 Mid 14,352 2,992 1,312 392 19,048 Low 8,135 2,802 1,873 330 13,140 Total$ 40,953 $ 7,429 $ 3,209 $ 837 $ 52,428 2U, Inc.Notes to Consolidated Financial Statements (Continued)11316. Receivables and Contract LiabilitiesTrade Accounts ReceivableThe Company’s trade accounts receivable balances relate to amounts due from students or customers occurring in the normal course of business. Trade accounts receivable balances have a term of less than one year and are included in accounts receivable, net on the Company’s consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. December 31, 2022December 31, 2021 (in thousands)Degree Program Segment accounts receivable$ 20,612 $ 31,762 Degree Program Segment unbilled revenue 8,496 4,440 Alternative Credential Segment accounts receivable 51,360 42,771 Total 80,468 78,973 Less: Provision for credit losses (17,642) (11,686) Trade accounts receivable, net$ 62,826 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 11,686 Current period provision 6,393 Foreign currency translation adjustments (36) Other (401) Balance as of December 31, 2022$ 17,642 Other ReceivablesThe Company’s other receivables are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These payment plans, which are managed and serviced by third-party providers, are designed to assist students with paying tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. The carrying value of these receivable balances approximate their fair value. The following table presents the components of the Company’s other receivables, net, as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Other receivables, amortized cost$ 52,180 $ 52,428 Less: Provision for credit losses (3,579) (1,421) Other receivables, net$ 48,601 $ 51,007 Other receivables, net, current$ 33,813 $ 29,439 Other receivables, net, non-current$ 14,788 $ 21,568 2U, Inc.Notes to Consolidated Financial Statements (Continued)112The following table presents the change in provision for credit losses for other receivables on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 1,421 Current period provision 2,216 Other (58) Balance as of December 31, 2022$ 3,579 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of December 31, 2022, 83% of other receivables, net due under extended payment plans were current.At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. December 31, 2022Year of Origination 20222021202020192018Total(in thousands)Credit Quality TierHigh$ 15,737 $ 2,285 $ 48 $ 18 115 $ 18,203 Mid 14,005 3,773 1,239 1,363 392 20,772 Low 6,160 3,099 1,677 1,939 330 13,205 Total$ 35,902 $ 9,157 $ 2,964 $ 3,320 $ 837 $ 52,180 December 31, 2021Year of Origination 2021202020192018Total (in thousands)Credit Quality TierHigh$ 18,466 $ 1,635 $ 24 115 $ 20,240 Mid 14,352 2,992 1,312 392 19,048 Low 8,135 2,802 1,873 330 13,140 Total$ 40,953 $ 7,429 $ 3,209 $ 837 $ 52,428 2U, Inc.Notes to Consolidated Financial Statements (Continued)113 16. Receivables and Contract LiabilitiesTrade Accounts ReceivableThe Company’s trade accounts receivable balances relate to amounts due from students or customers occurring in the normal course of business. Trade accounts receivable balances have a term of less than one year and are included in accounts receivable, net on the Company’s consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. December 31, 2022December 31, 2021 (in thousands)Degree Program Segment accounts receivable$ 20,612 $ 31,762 Degree Program Segment unbilled revenue 8,496 4,440 Alternative Credential Segment accounts receivable 51,360 42,771 Total 80,468 78,973 Less: Provision for credit losses (17,642) (11,686) Trade accounts receivable, net$ 62,826 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 11,686 Current period provision 6,393 Foreign currency translation adjustments (36) Other (401) Balance as of December 31, 2022$ 17,642 Other ReceivablesThe Company’s other receivables are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These payment plans, which are managed and serviced by third-party providers, are designed to assist students with paying tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. The carrying value of these receivable balances approximate their fair value. The following table presents the components of the Company’s other receivables, net, as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Other receivables, amortized cost$ 52,180 $ 52,428 Less: Provision for credit losses (3,579) (1,421) Other receivables, net$ 48,601 $ 51,007 Other receivables, net, current$ 33,813 $ 29,439 Other receivables, net, non-current$ 14,788 $ 21,568 2U, Inc.Notes to Consolidated Financial Statements (Continued)112The following table presents the change in provision for credit losses for other receivables on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 1,421 Current period provision 2,216 Other (58) Balance as of December 31, 2022$ 3,579 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of December 31, 2022, 83% of other receivables, net due under extended payment plans were current.At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. December 31, 2022Year of Origination 20222021202020192018Total(in thousands)Credit Quality TierHigh$ 15,737 $ 2,285 $ 48 $ 18 115 $ 18,203 Mid 14,005 3,773 1,239 1,363 392 20,772 Low 6,160 3,099 1,677 1,939 330 13,205 Total$ 35,902 $ 9,157 $ 2,964 $ 3,320 $ 837 $ 52,180 December 31, 2021Year of Origination 2021202020192018Total (in thousands)Credit Quality TierHigh$ 18,466 $ 1,635 $ 24 115 $ 20,240 Mid 14,352 2,992 1,312 392 19,048 Low 8,135 2,802 1,873 330 13,140 Total$ 40,953 $ 7,429 $ 3,209 $ 837 $ 52,428 2U, Inc.Notes to Consolidated Financial Statements (Continued)11316. Receivables and Contract LiabilitiesTrade Accounts ReceivableThe Company’s trade accounts receivable balances relate to amounts due from students or customers occurring in the normal course of business. Trade accounts receivable balances have a term of less than one year and are included in accounts receivable, net on the Company’s consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. December 31, 2022December 31, 2021 (in thousands)Degree Program Segment accounts receivable$ 20,612 $ 31,762 Degree Program Segment unbilled revenue 8,496 4,440 Alternative Credential Segment accounts receivable 51,360 42,771 Total 80,468 78,973 Less: Provision for credit losses (17,642) (11,686) Trade accounts receivable, net$ 62,826 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 11,686 Current period provision 6,393 Foreign currency translation adjustments (36) Other (401) Balance as of December 31, 2022$ 17,642 Other ReceivablesThe Company’s other receivables are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These payment plans, which are managed and serviced by third-party providers, are designed to assist students with paying tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. The carrying value of these receivable balances approximate their fair value. The following table presents the components of the Company’s other receivables, net, as of each of the dates indicated.December 31, 2022December 31, 2021(in thousands)Other receivables, amortized cost$ 52,180 $ 52,428 Less: Provision for credit losses (3,579) (1,421) Other receivables, net$ 48,601 $ 51,007 Other receivables, net, current$ 33,813 $ 29,439 Other receivables, net, non-current$ 14,788 $ 21,568 2U, Inc.Notes to Consolidated Financial Statements (Continued)112The following table presents the change in provision for credit losses for other receivables on the Company’s consolidated balance sheets for the period indicated.Provision for Credit Losses(in thousands)Balance as of December 31, 2021$ 1,421 Current period provision 2,216 Other (58) Balance as of December 31, 2022$ 3,579 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of December 31, 2022, 83% of other receivables, net due under extended payment plans were current.At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. December 31, 2022Year of Origination 20222021202020192018Total(in thousands)Credit Quality TierHigh$ 15,737 $ 2,285 $ 48 $ 18 115 $ 18,203 Mid 14,005 3,773 1,239 1,363 392 20,772 Low 6,160 3,099 1,677 1,939 330 13,205 Total$ 35,902 $ 9,157 $ 2,964 $ 3,320 $ 837 $ 52,180 December 31, 2021Year of Origination 2021202020192018Total (in thousands)Credit Quality TierHigh$ 18,466 $ 1,635 $ 24 115 $ 20,240 Mid 14,352 2,992 1,312 392 19,048 Low 8,135 2,802 1,873 330 13,140 Total$ 40,953 $ 7,429 $ 3,209 $ 837 $ 52,428 2U, Inc.Notes to Consolidated Financial Statements (Continued)113 Contract LiabilitiesThe Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Degree Program Segment deferred revenue$ 1,245 $ 3,462 Alternative Credential Segment deferred revenue 88,916 88,464 Total contract liabilities$ 90,161 $ 91,926 For the Degree Program Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $1.5 million and $1.7 million, respectively.For the Alternative Credential Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $77.9 million and $71.9 million, respectively.Contract Acquisition CostsThe Degree Program Segment had $0.5 million and $0.5 million of net capitalized contract acquisition costs recorded primarily within other assets, non-current on the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment.17. Retirement PlanThe Company has established a 401(k) plan for eligible employees to contribute up to 100% of their compensation, limited by the IRS-imposed maximum contribution amount. The Company matches 100% of the first 2% of each employee’s contribution, and 50% of the next 4% of each employee’s contribution, each plan year. For the years ended December 31, 2022, 2021 and 2020, the Company made employer contributions of $9.7 million, $7.8 million and $3.6 million, respectively.18. Subsequent EventIn January 2023, the Company entered into an agreement to amend its Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities of the term loans under the Second Amended Credit Agreement, the Company issued the 2030 Notes with an aggregate principal amount of $147.0 million. The Company used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Second Amended Credit Agreement from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided the Company with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 for more information.2U, Inc.Notes to Consolidated Financial Statements (Continued)114Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresDisclosure Controls and ProceduresUnder the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.Management’s Annual Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting for our company. With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.Changes in Internal Control Over Financial ReportingWe made no changes in our internal control over financial reporting during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Item 9B. Other InformationNone.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.115Contract LiabilitiesThe Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Degree Program Segment deferred revenue$ 1,245 $ 3,462 Alternative Credential Segment deferred revenue 88,916 88,464 Total contract liabilities$ 90,161 $ 91,926 For the Degree Program Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $1.5 million and $1.7 million, respectively.For the Alternative Credential Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $77.9 million and $71.9 million, respectively.Contract Acquisition CostsThe Degree Program Segment had $0.5 million and $0.5 million of net capitalized contract acquisition costs recorded primarily within other assets, non-current on the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment.17. Retirement PlanThe Company has established a 401(k) plan for eligible employees to contribute up to 100% of their compensation, limited by the IRS-imposed maximum contribution amount. The Company matches 100% of the first 2% of each employee’s contribution, and 50% of the next 4% of each employee’s contribution, each plan year. For the years ended December 31, 2022, 2021 and 2020, the Company made employer contributions of $9.7 million, $7.8 million and $3.6 million, respectively.18. Subsequent EventIn January 2023, the Company entered into an agreement to amend its Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities of the term loans under the Second Amended Credit Agreement, the Company issued the 2030 Notes with an aggregate principal amount of $147.0 million. The Company used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Second Amended Credit Agreement from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided the Company with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 for more information.2U, Inc.Notes to Consolidated Financial Statements (Continued)114Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresDisclosure Controls and ProceduresUnder the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.Management’s Annual Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting for our company. With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.Changes in Internal Control Over Financial ReportingWe made no changes in our internal control over financial reporting during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Item 9B. Other InformationNone.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.115 Contract LiabilitiesThe Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Degree Program Segment deferred revenue$ 1,245 $ 3,462 Alternative Credential Segment deferred revenue 88,916 88,464 Total contract liabilities$ 90,161 $ 91,926 For the Degree Program Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $1.5 million and $1.7 million, respectively.For the Alternative Credential Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $77.9 million and $71.9 million, respectively.Contract Acquisition CostsThe Degree Program Segment had $0.5 million and $0.5 million of net capitalized contract acquisition costs recorded primarily within other assets, non-current on the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment.17. Retirement PlanThe Company has established a 401(k) plan for eligible employees to contribute up to 100% of their compensation, limited by the IRS-imposed maximum contribution amount. The Company matches 100% of the first 2% of each employee’s contribution, and 50% of the next 4% of each employee’s contribution, each plan year. For the years ended December 31, 2022, 2021 and 2020, the Company made employer contributions of $9.7 million, $7.8 million and $3.6 million, respectively.18. Subsequent EventIn January 2023, the Company entered into an agreement to amend its Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities of the term loans under the Second Amended Credit Agreement, the Company issued the 2030 Notes with an aggregate principal amount of $147.0 million. The Company used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Second Amended Credit Agreement from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided the Company with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 for more information.2U, Inc.Notes to Consolidated Financial Statements (Continued)114Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresDisclosure Controls and ProceduresUnder the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.Management’s Annual Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting for our company. With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.Changes in Internal Control Over Financial ReportingWe made no changes in our internal control over financial reporting during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Item 9B. Other InformationNone.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.115Contract LiabilitiesThe Company’s deferred revenue represents contract liabilities. The Company generally receives payments from Degree Program Segment university clients early in each academic term and from Alternative Credential Segment students, either in full upon registration for the course or in full before the end of the course based on a payment plan, prior to completion of the service period. These payments are recorded as deferred revenue until the services are delivered or until the Company’s obligations are otherwise met, at which time revenue is recognized. The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. December 31,2022December 31,2021 (in thousands)Degree Program Segment deferred revenue$ 1,245 $ 3,462 Alternative Credential Segment deferred revenue 88,916 88,464 Total contract liabilities$ 90,161 $ 91,926 For the Degree Program Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $1.5 million and $1.7 million, respectively.For the Alternative Credential Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $77.9 million and $71.9 million, respectively.Contract Acquisition CostsThe Degree Program Segment had $0.5 million and $0.5 million of net capitalized contract acquisition costs recorded primarily within other assets, non-current on the Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment.17. Retirement PlanThe Company has established a 401(k) plan for eligible employees to contribute up to 100% of their compensation, limited by the IRS-imposed maximum contribution amount. The Company matches 100% of the first 2% of each employee’s contribution, and 50% of the next 4% of each employee’s contribution, each plan year. For the years ended December 31, 2022, 2021 and 2020, the Company made employer contributions of $9.7 million, $7.8 million and $3.6 million, respectively.18. Subsequent EventIn January 2023, the Company entered into an agreement to amend its Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities of the term loans under the Second Amended Credit Agreement, the Company issued the 2030 Notes with an aggregate principal amount of $147.0 million. The Company used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Second Amended Credit Agreement from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided the Company with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 for more information.2U, Inc.Notes to Consolidated Financial Statements (Continued)114Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 9A. Controls and ProceduresDisclosure Controls and ProceduresUnder the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.Management’s Annual Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting for our company. With the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.Changes in Internal Control Over Financial ReportingWe made no changes in our internal control over financial reporting during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Item 9B. Other InformationNone.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot applicable.115 PART IIIWe will file a definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or our 2023 Proxy Statement with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2023 Proxy Statement that specifically address the items set forth herein are incorporated by reference.Item 10. Directors, Executive Officers and Corporate GovernanceThe information required by Item 10 will be contained in our 2023 Proxy Statement under the captions “The Board of Directors,” “Board Composition and Structure,” “Our Executive Officers,” “Code of Business Conduct and Ethics for Employees, Executive Officers and Directors” and, if applicable, “Delinquent Section 16(a) Reports” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 11. Executive CompensationThe information required by Item 11 will be contained in our 2023 Proxy Statement under the captions “Executive Compensation,” “Director Compensation” and “Compensation Committee Interlocks and Insider Participation” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by Item 12 will be contained in our 2023 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by Item 13 will be contained in our 2023 Proxy Statement under the captions “Transactions with Related Parties” and “Director Independence” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 14. Principal Accounting Fees and ServicesThe information required by Item 14 will be contained in our 2023 Proxy Statement under the caption “Independent Registered Public Accounting Firm Fees” and is incorporated herein by reference.116PART IVItem 15. Exhibits, Financial Statement Schedules(a) ExhibitsSee the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.(b) Financial Statement SchedulesSchedule II—Valuation and Qualifying Accounts (in thousands) Balance at Beginning of PeriodAdditions Charged to Expense/Against RevenueDeductionsBalance at End of PeriodProvision for credit losses for trade accounts receivable: Year ended December 31, 2022$ 11,686 6,393 (437) $ 17,642 Year ended December 31, 2021 5,936 6,794 (1,044) 11,686 Year ended December 31, 2020$ 1,331 $ 4,642 $ (37) $ 5,936 Balance at Beginning of PeriodAdditionsDeductionsBalance at End of PeriodIncome tax valuation allowance: Year ended December 31, 2022$ 190,779 $ 87,061 $ — $ 277,840 Year ended December 31, 2021 137,767 53,012 — 190,779 Year ended December 31, 2020$ 116,244 $ 21,523 $ — $ 137,767 Other financial statement schedules have been omitted because they are not applicable, not material, or the required information is presented in the Consolidated Financial Statements or notes thereto. Item 16. Form 10-K SummaryNone.117PART IIIWe will file a definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or our 2023 Proxy Statement with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2023 Proxy Statement that specifically address the items set forth herein are incorporated by reference.Item 10. Directors, Executive Officers and Corporate GovernanceThe information required by Item 10 will be contained in our 2023 Proxy Statement under the captions “The Board of Directors,” “Board Composition and Structure,” “Our Executive Officers,” “Code of Business Conduct and Ethics for Employees, Executive Officers and Directors” and, if applicable, “Delinquent Section 16(a) Reports” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 11. Executive CompensationThe information required by Item 11 will be contained in our 2023 Proxy Statement under the captions “Executive Compensation,” “Director Compensation” and “Compensation Committee Interlocks and Insider Participation” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by Item 12 will be contained in our 2023 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by Item 13 will be contained in our 2023 Proxy Statement under the captions “Transactions with Related Parties” and “Director Independence” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 14. Principal Accounting Fees and ServicesThe information required by Item 14 will be contained in our 2023 Proxy Statement under the caption “Independent Registered Public Accounting Firm Fees” and is incorporated herein by reference.116PART IVItem 15. Exhibits, Financial Statement Schedules(a) ExhibitsSee the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.(b) Financial Statement SchedulesSchedule II—Valuation and Qualifying Accounts (in thousands) Balance at Beginning of PeriodAdditions Charged to Expense/Against RevenueDeductionsBalance at End of PeriodProvision for credit losses for trade accounts receivable: Year ended December 31, 2022$ 11,686 6,393 (437) $ 17,642 Year ended December 31, 2021 5,936 6,794 (1,044) 11,686 Year ended December 31, 2020$ 1,331 $ 4,642 $ (37) $ 5,936 Balance at Beginning of PeriodAdditionsDeductionsBalance at End of PeriodIncome tax valuation allowance: Year ended December 31, 2022$ 190,779 $ 87,061 $ — $ 277,840 Year ended December 31, 2021 137,767 53,012 — 190,779 Year ended December 31, 2020$ 116,244 $ 21,523 $ — $ 137,767 Other financial statement schedules have been omitted because they are not applicable, not material, or the required information is presented in the Consolidated Financial Statements or notes thereto. Item 16. Form 10-K SummaryNone.117 PART IIIWe will file a definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or our 2023 Proxy Statement with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2023 Proxy Statement that specifically address the items set forth herein are incorporated by reference.Item 10. Directors, Executive Officers and Corporate GovernanceThe information required by Item 10 will be contained in our 2023 Proxy Statement under the captions “The Board of Directors,” “Board Composition and Structure,” “Our Executive Officers,” “Code of Business Conduct and Ethics for Employees, Executive Officers and Directors” and, if applicable, “Delinquent Section 16(a) Reports” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 11. Executive CompensationThe information required by Item 11 will be contained in our 2023 Proxy Statement under the captions “Executive Compensation,” “Director Compensation” and “Compensation Committee Interlocks and Insider Participation” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by Item 12 will be contained in our 2023 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by Item 13 will be contained in our 2023 Proxy Statement under the captions “Transactions with Related Parties” and “Director Independence” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 14. Principal Accounting Fees and ServicesThe information required by Item 14 will be contained in our 2023 Proxy Statement under the caption “Independent Registered Public Accounting Firm Fees” and is incorporated herein by reference.116PART IVItem 15. Exhibits, Financial Statement Schedules(a) ExhibitsSee the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.(b) Financial Statement SchedulesSchedule II—Valuation and Qualifying Accounts (in thousands) Balance at Beginning of PeriodAdditions Charged to Expense/Against RevenueDeductionsBalance at End of PeriodProvision for credit losses for trade accounts receivable: Year ended December 31, 2022$ 11,686 6,393 (437) $ 17,642 Year ended December 31, 2021 5,936 6,794 (1,044) 11,686 Year ended December 31, 2020$ 1,331 $ 4,642 $ (37) $ 5,936 Balance at Beginning of PeriodAdditionsDeductionsBalance at End of PeriodIncome tax valuation allowance: Year ended December 31, 2022$ 190,779 $ 87,061 $ — $ 277,840 Year ended December 31, 2021 137,767 53,012 — 190,779 Year ended December 31, 2020$ 116,244 $ 21,523 $ — $ 137,767 Other financial statement schedules have been omitted because they are not applicable, not material, or the required information is presented in the Consolidated Financial Statements or notes thereto. Item 16. Form 10-K SummaryNone.117PART IIIWe will file a definitive Proxy Statement for our 2023 Annual Meeting of Stockholders or our 2023 Proxy Statement with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2023 Proxy Statement that specifically address the items set forth herein are incorporated by reference.Item 10. Directors, Executive Officers and Corporate GovernanceThe information required by Item 10 will be contained in our 2023 Proxy Statement under the captions “The Board of Directors,” “Board Composition and Structure,” “Our Executive Officers,” “Code of Business Conduct and Ethics for Employees, Executive Officers and Directors” and, if applicable, “Delinquent Section 16(a) Reports” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 11. Executive CompensationThe information required by Item 11 will be contained in our 2023 Proxy Statement under the captions “Executive Compensation,” “Director Compensation” and “Compensation Committee Interlocks and Insider Participation” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required by Item 12 will be contained in our 2023 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” or in an amendment on Form 10-K/A and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required by Item 13 will be contained in our 2023 Proxy Statement under the captions “Transactions with Related Parties” and “Director Independence” or in an amendment on Form 10-K/A and is incorporated herein by reference.Item 14. Principal Accounting Fees and ServicesThe information required by Item 14 will be contained in our 2023 Proxy Statement under the caption “Independent Registered Public Accounting Firm Fees” and is incorporated herein by reference.116PART IVItem 15. Exhibits, Financial Statement Schedules(a) ExhibitsSee the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.(b) Financial Statement SchedulesSchedule II—Valuation and Qualifying Accounts (in thousands) Balance at Beginning of PeriodAdditions Charged to Expense/Against RevenueDeductionsBalance at End of PeriodProvision for credit losses for trade accounts receivable: Year ended December 31, 2022$ 11,686 6,393 (437) $ 17,642 Year ended December 31, 2021 5,936 6,794 (1,044) 11,686 Year ended December 31, 2020$ 1,331 $ 4,642 $ (37) $ 5,936 Balance at Beginning of PeriodAdditionsDeductionsBalance at End of PeriodIncome tax valuation allowance: Year ended December 31, 2022$ 190,779 $ 87,061 $ — $ 277,840 Year ended December 31, 2021 137,767 53,012 — 190,779 Year ended December 31, 2020$ 116,244 $ 21,523 $ — $ 137,767 Other financial statement schedules have been omitted because they are not applicable, not material, or the required information is presented in the Consolidated Financial Statements or notes thereto. Item 16. Form 10-K SummaryNone.117 SIGNATURESPursuant 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: 2U, Inc.February 21, 2023 By: /s/ CHRISTOPHER J. PAUCEK Name: Christopher J. Paucek Title: Chief Executive Officer and DirectorPOWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher J. Paucek, Paul S. Lalljie and Matthew J. Norden, or each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.Signature Title Date /s/ CHRISTOPHER J. PAUCEK Chief Executive Officer and Director (Principal Executive Officer) February 21, 2023Christopher J. Paucek/s/ PAUL S. LALLJIE Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 21, 2023Paul S. Lalljie/s/ PAUL A. MAEDER Director and Chairman of the Board February 21, 2023Paul A. Maeder/s/ TIMOTHY M. HALEYDirectorFebruary 21, 2023Timothy M. Haley/s/ JOHN M. LARSONDirectorFebruary 21, 2023John M. Larson/s/ CORETHA M. RUSHINGDirectorFebruary 21, 2023Coretha M. Rushing/s/ ROBERT M. STAVISDirectorFebruary 21, 2023Robert M. Stavis/s/ SALLIE L. KRAWCHECKDirectorFebruary 21, 2023Sallie L. Krawcheck/s/ EARL LEWISDirectorFebruary 21, 2023Earl Lewis/s/ EDWARD S. MACIASDirectorFebruary 21, 2023Edward S. Macias/s/ GREGORY PETERSDirectorFebruary 21, 2023Gregory Peters/s/ ALEXIS MAYBANKDirectorFebruary 21, 2023Alexis Maybank118SPECIAL NOTE REGARDING EXHIBITSIn reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.119SIGNATURESPursuant 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: 2U, Inc.February 21, 2023 By: /s/ CHRISTOPHER J. PAUCEK Name: Christopher J. Paucek Title: Chief Executive Officer and DirectorPOWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher J. Paucek, Paul S. Lalljie and Matthew J. Norden, or each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.Signature Title Date /s/ CHRISTOPHER J. PAUCEK Chief Executive Officer and Director (Principal Executive Officer) February 21, 2023Christopher J. Paucek/s/ PAUL S. LALLJIE Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 21, 2023Paul S. Lalljie/s/ PAUL A. MAEDER Director and Chairman of the Board February 21, 2023Paul A. Maeder/s/ TIMOTHY M. HALEYDirectorFebruary 21, 2023Timothy M. Haley/s/ JOHN M. LARSONDirectorFebruary 21, 2023John M. Larson/s/ CORETHA M. RUSHINGDirectorFebruary 21, 2023Coretha M. Rushing/s/ ROBERT M. STAVISDirectorFebruary 21, 2023Robert M. Stavis/s/ SALLIE L. KRAWCHECKDirectorFebruary 21, 2023Sallie L. Krawcheck/s/ EARL LEWISDirectorFebruary 21, 2023Earl Lewis/s/ EDWARD S. MACIASDirectorFebruary 21, 2023Edward S. Macias/s/ GREGORY PETERSDirectorFebruary 21, 2023Gregory Peters/s/ ALEXIS MAYBANKDirectorFebruary 21, 2023Alexis Maybank118SPECIAL NOTE REGARDING EXHIBITSIn reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.119 SIGNATURESPursuant 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: 2U, Inc.February 21, 2023 By: /s/ CHRISTOPHER J. PAUCEK Name: Christopher J. Paucek Title: Chief Executive Officer and DirectorPOWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher J. Paucek, Paul S. Lalljie and Matthew J. Norden, or each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.Signature Title Date /s/ CHRISTOPHER J. PAUCEK Chief Executive Officer and Director (Principal Executive Officer) February 21, 2023Christopher J. Paucek/s/ PAUL S. LALLJIE Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 21, 2023Paul S. Lalljie/s/ PAUL A. MAEDER Director and Chairman of the Board February 21, 2023Paul A. Maeder/s/ TIMOTHY M. HALEYDirectorFebruary 21, 2023Timothy M. Haley/s/ JOHN M. LARSONDirectorFebruary 21, 2023John M. Larson/s/ CORETHA M. RUSHINGDirectorFebruary 21, 2023Coretha M. Rushing/s/ ROBERT M. STAVISDirectorFebruary 21, 2023Robert M. Stavis/s/ SALLIE L. KRAWCHECKDirectorFebruary 21, 2023Sallie L. Krawcheck/s/ EARL LEWISDirectorFebruary 21, 2023Earl Lewis/s/ EDWARD S. MACIASDirectorFebruary 21, 2023Edward S. Macias/s/ GREGORY PETERSDirectorFebruary 21, 2023Gregory Peters/s/ ALEXIS MAYBANKDirectorFebruary 21, 2023Alexis Maybank118SPECIAL NOTE REGARDING EXHIBITSIn reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.119SIGNATURESPursuant 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: 2U, Inc.February 21, 2023 By: /s/ CHRISTOPHER J. PAUCEK Name: Christopher J. Paucek Title: Chief Executive Officer and DirectorPOWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher J. Paucek, Paul S. Lalljie and Matthew J. Norden, or each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.Signature Title Date /s/ CHRISTOPHER J. PAUCEK Chief Executive Officer and Director (Principal Executive Officer) February 21, 2023Christopher J. Paucek/s/ PAUL S. LALLJIE Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 21, 2023Paul S. Lalljie/s/ PAUL A. MAEDER Director and Chairman of the Board February 21, 2023Paul A. Maeder/s/ TIMOTHY M. HALEYDirectorFebruary 21, 2023Timothy M. Haley/s/ JOHN M. LARSONDirectorFebruary 21, 2023John M. Larson/s/ CORETHA M. RUSHINGDirectorFebruary 21, 2023Coretha M. Rushing/s/ ROBERT M. STAVISDirectorFebruary 21, 2023Robert M. Stavis/s/ SALLIE L. KRAWCHECKDirectorFebruary 21, 2023Sallie L. Krawcheck/s/ EARL LEWISDirectorFebruary 21, 2023Earl Lewis/s/ EDWARD S. MACIASDirectorFebruary 21, 2023Edward S. Macias/s/ GREGORY PETERSDirectorFebruary 21, 2023Gregory Peters/s/ ALEXIS MAYBANKDirectorFebruary 21, 2023Alexis Maybank118SPECIAL NOTE REGARDING EXHIBITSIn reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.119 Exhibit Index2.1Agreement and Plan of Merger and Reorganization, dated as of April 7, 2019, by and among 2U, Inc., Skywalker Purchaser, LLC, Skywalker Sub, Inc., Fortis Advisors LLC, as stockholder representative and Trilogy Education Services, Inc.8-K001-363762.1April 8, 20192.2**Membership Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC. Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC.8-K001-363762.1June 29, 20212.3Amendment No. 1 to Membership Interest Purchase Agreement, dated as of November 16, 2021, by and between 2U, Inc. and edX Inc.10-K001-363762.3March 1, 20223.1Amended and Restated Certificate of Incorporation of the Registrant.8-K001-363763.1June 6, 2022 3.2Amended and Restated Bylaws of the Registrant.8-K001-363763.1December 20, 2022 4.1Specimen stock certificate evidencing shares of Common Stock.S-1/A333-1940794.2March 17, 2014 4.2Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.X4.3Indenture, dated as of April 23, 2020, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1April 27, 20204.4Form of 2.25% Convertible Senior Note due May 1, 2025 (included as Exhibit A to Exhibit 4.3).8-K001-363764.2April 27, 20204.5Indenture, dated as of January 11, 2023, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1January 13, 20234.6Form of 4.50% Senior Unsecured Convertible Notes due 2030 (included as Exhibit A to Exhibit 4.5).8-K001-363764.2January 13, 202310.2.1*Second Addendum to the Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of the School of Social Work, dated as of March 14, 2014.S-1/A333-19407910.2.1March 17, 2014 10.2.2*Amendment to Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of School of Social Work, dated as of November 5, 2015.10-K001-3637610.2.2March 10, 2016 10.3†Fourth Amended and Restated 2008 Stock Incentive Plan, as amended to date.S-1333-19407910.7February 21, 2014 10.4†Form of Incentive Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.8February 21, 2014 ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith12010.5†Form of Non-Qualified Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.9February 21, 2014 10.6†Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 9, 202110.7†Form of Stock Option Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2August 2, 2018 10.8†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.8February 28, 202010.9†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 12, 201910.10†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.10February 28, 202010.11†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.1April 28, 202110.12†*Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2April 28, 202110.13†Form of Severance Pay and Change in Control Plan.8-K001-3637610.1February 21, 202010.13.1†First Amendment to the 2U, Inc. Severance Pay and Change in Control Plan.10-Q001-3637610.4April 30, 202010.14†Summary of Non-Employee Director Compensation.10-Q001-3637610.2July 29, 2021 10.15†Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/No Hire Agreement, dated as of February 28, 2009, by and between the Registrant and Christopher J. Paucek.S-1/A333-19407910.14March 17, 2014 10.16†Form of Indemnification Agreement with directors and executive officers.S-1333-19407910.15February 21, 2014 10.17†Offer letter agreement, dated as of October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.1October 16, 201910.18†Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement, dated October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.2October 16, 201910.19†Separation and Transition Agreement, dated October 17, 2019, between Catherine A. Graham and 2U, Inc.8-K001-3637610.1October 23, 201910.20†Separation, Consulting and Release Agreement, dated November 10, 2021 by and between 2U, Inc. and James Kenigsberg.8-K001-3637610.1November 12, 202110.21**Term Loan Credit and Guaranty Agreement, dated June 28, 2021, by and among 2U, Inc., as borrower, the Guarantors party thereto, Alter Domus (US) LLC, as administrative agent and collateral agent, and the Lenders party thereto.8-K001-3637610.1June 29, 2021ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith121Exhibit Index2.1Agreement and Plan of Merger and Reorganization, dated as of April 7, 2019, by and among 2U, Inc., Skywalker Purchaser, LLC, Skywalker Sub, Inc., Fortis Advisors LLC, as stockholder representative and Trilogy Education Services, Inc.8-K001-363762.1April 8, 20192.2**Membership Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC. Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC.8-K001-363762.1June 29, 20212.3Amendment No. 1 to Membership Interest Purchase Agreement, dated as of November 16, 2021, by and between 2U, Inc. and edX Inc.10-K001-363762.3March 1, 20223.1Amended and Restated Certificate of Incorporation of the Registrant.8-K001-363763.1June 6, 2022 3.2Amended and Restated Bylaws of the Registrant.8-K001-363763.1December 20, 2022 4.1Specimen stock certificate evidencing shares of Common Stock.S-1/A333-1940794.2March 17, 2014 4.2Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.X4.3Indenture, dated as of April 23, 2020, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1April 27, 20204.4Form of 2.25% Convertible Senior Note due May 1, 2025 (included as Exhibit A to Exhibit 4.3).8-K001-363764.2April 27, 20204.5Indenture, dated as of January 11, 2023, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1January 13, 20234.6Form of 4.50% Senior Unsecured Convertible Notes due 2030 (included as Exhibit A to Exhibit 4.5).8-K001-363764.2January 13, 202310.2.1*Second Addendum to the Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of the School of Social Work, dated as of March 14, 2014.S-1/A333-19407910.2.1March 17, 2014 10.2.2*Amendment to Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of School of Social Work, dated as of November 5, 2015.10-K001-3637610.2.2March 10, 2016 10.3†Fourth Amended and Restated 2008 Stock Incentive Plan, as amended to date.S-1333-19407910.7February 21, 2014 10.4†Form of Incentive Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.8February 21, 2014 ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith12010.5†Form of Non-Qualified Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.9February 21, 2014 10.6†Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 9, 202110.7†Form of Stock Option Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2August 2, 2018 10.8†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.8February 28, 202010.9†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 12, 201910.10†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.10February 28, 202010.11†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.1April 28, 202110.12†*Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2April 28, 202110.13†Form of Severance Pay and Change in Control Plan.8-K001-3637610.1February 21, 202010.13.1†First Amendment to the 2U, Inc. Severance Pay and Change in Control Plan.10-Q001-3637610.4April 30, 202010.14†Summary of Non-Employee Director Compensation.10-Q001-3637610.2July 29, 2021 10.15†Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/No Hire Agreement, dated as of February 28, 2009, by and between the Registrant and Christopher J. Paucek.S-1/A333-19407910.14March 17, 2014 10.16†Form of Indemnification Agreement with directors and executive officers.S-1333-19407910.15February 21, 2014 10.17†Offer letter agreement, dated as of October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.1October 16, 201910.18†Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement, dated October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.2October 16, 201910.19†Separation and Transition Agreement, dated October 17, 2019, between Catherine A. Graham and 2U, Inc.8-K001-3637610.1October 23, 201910.20†Separation, Consulting and Release Agreement, dated November 10, 2021 by and between 2U, Inc. and James Kenigsberg.8-K001-3637610.1November 12, 202110.21**Term Loan Credit and Guaranty Agreement, dated June 28, 2021, by and among 2U, Inc., as borrower, the Guarantors party thereto, Alter Domus (US) LLC, as administrative agent and collateral agent, and the Lenders party thereto.8-K001-3637610.1June 29, 2021ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith121 Exhibit Index2.1Agreement and Plan of Merger and Reorganization, dated as of April 7, 2019, by and among 2U, Inc., Skywalker Purchaser, LLC, Skywalker Sub, Inc., Fortis Advisors LLC, as stockholder representative and Trilogy Education Services, Inc.8-K001-363762.1April 8, 20192.2**Membership Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC. Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC.8-K001-363762.1June 29, 20212.3Amendment No. 1 to Membership Interest Purchase Agreement, dated as of November 16, 2021, by and between 2U, Inc. and edX Inc.10-K001-363762.3March 1, 20223.1Amended and Restated Certificate of Incorporation of the Registrant.8-K001-363763.1June 6, 2022 3.2Amended and Restated Bylaws of the Registrant.8-K001-363763.1December 20, 2022 4.1Specimen stock certificate evidencing shares of Common Stock.S-1/A333-1940794.2March 17, 2014 4.2Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.X4.3Indenture, dated as of April 23, 2020, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1April 27, 20204.4Form of 2.25% Convertible Senior Note due May 1, 2025 (included as Exhibit A to Exhibit 4.3).8-K001-363764.2April 27, 20204.5Indenture, dated as of January 11, 2023, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1January 13, 20234.6Form of 4.50% Senior Unsecured Convertible Notes due 2030 (included as Exhibit A to Exhibit 4.5).8-K001-363764.2January 13, 202310.2.1*Second Addendum to the Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of the School of Social Work, dated as of March 14, 2014.S-1/A333-19407910.2.1March 17, 2014 10.2.2*Amendment to Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of School of Social Work, dated as of November 5, 2015.10-K001-3637610.2.2March 10, 2016 10.3†Fourth Amended and Restated 2008 Stock Incentive Plan, as amended to date.S-1333-19407910.7February 21, 2014 10.4†Form of Incentive Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.8February 21, 2014 ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith12010.5†Form of Non-Qualified Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.9February 21, 2014 10.6†Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 9, 202110.7†Form of Stock Option Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2August 2, 2018 10.8†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.8February 28, 202010.9†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 12, 201910.10†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.10February 28, 202010.11†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.1April 28, 202110.12†*Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2April 28, 202110.13†Form of Severance Pay and Change in Control Plan.8-K001-3637610.1February 21, 202010.13.1†First Amendment to the 2U, Inc. Severance Pay and Change in Control Plan.10-Q001-3637610.4April 30, 202010.14†Summary of Non-Employee Director Compensation.10-Q001-3637610.2July 29, 2021 10.15†Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/No Hire Agreement, dated as of February 28, 2009, by and between the Registrant and Christopher J. Paucek.S-1/A333-19407910.14March 17, 2014 10.16†Form of Indemnification Agreement with directors and executive officers.S-1333-19407910.15February 21, 2014 10.17†Offer letter agreement, dated as of October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.1October 16, 201910.18†Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement, dated October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.2October 16, 201910.19†Separation and Transition Agreement, dated October 17, 2019, between Catherine A. Graham and 2U, Inc.8-K001-3637610.1October 23, 201910.20†Separation, Consulting and Release Agreement, dated November 10, 2021 by and between 2U, Inc. and James Kenigsberg.8-K001-3637610.1November 12, 202110.21**Term Loan Credit and Guaranty Agreement, dated June 28, 2021, by and among 2U, Inc., as borrower, the Guarantors party thereto, Alter Domus (US) LLC, as administrative agent and collateral agent, and the Lenders party thereto.8-K001-3637610.1June 29, 2021ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith121Exhibit Index2.1Agreement and Plan of Merger and Reorganization, dated as of April 7, 2019, by and among 2U, Inc., Skywalker Purchaser, LLC, Skywalker Sub, Inc., Fortis Advisors LLC, as stockholder representative and Trilogy Education Services, Inc.8-K001-363762.1April 8, 20192.2**Membership Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC. Interest Purchase Agreement, dated as of June 28, 2021, by and among 2U, Inc., edX Inc. and Circuit Sub LLC.8-K001-363762.1June 29, 20212.3Amendment No. 1 to Membership Interest Purchase Agreement, dated as of November 16, 2021, by and between 2U, Inc. and edX Inc.10-K001-363762.3March 1, 20223.1Amended and Restated Certificate of Incorporation of the Registrant.8-K001-363763.1June 6, 2022 3.2Amended and Restated Bylaws of the Registrant.8-K001-363763.1December 20, 2022 4.1Specimen stock certificate evidencing shares of Common Stock.S-1/A333-1940794.2March 17, 2014 4.2Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.X4.3Indenture, dated as of April 23, 2020, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1April 27, 20204.4Form of 2.25% Convertible Senior Note due May 1, 2025 (included as Exhibit A to Exhibit 4.3).8-K001-363764.2April 27, 20204.5Indenture, dated as of January 11, 2023, between 2U, Inc. and Wilmington Trust, National Association.8-K001-363764.1January 13, 20234.6Form of 4.50% Senior Unsecured Convertible Notes due 2030 (included as Exhibit A to Exhibit 4.5).8-K001-363764.2January 13, 202310.2.1*Second Addendum to the Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of the School of Social Work, dated as of March 14, 2014.S-1/A333-19407910.2.1March 17, 2014 10.2.2*Amendment to Master Services Agreement, by and between the Registrant and University of Southern California, on behalf of School of Social Work, dated as of November 5, 2015.10-K001-3637610.2.2March 10, 2016 10.3†Fourth Amended and Restated 2008 Stock Incentive Plan, as amended to date.S-1333-19407910.7February 21, 2014 10.4†Form of Incentive Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.8February 21, 2014 ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith12010.5†Form of Non-Qualified Stock Option Agreement under 2008 Stock Incentive Plan.S-1333-19407910.9February 21, 2014 10.6†Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 9, 202110.7†Form of Stock Option Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2August 2, 2018 10.8†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.8February 28, 202010.9†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.3November 12, 201910.10†Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-K001-3637610.10February 28, 202010.11†Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.1April 28, 202110.12†*Form of Performance Stock Unit Award Agreement under Amended and Restated 2014 Equity Incentive Plan.10-Q001-3637610.2April 28, 202110.13†Form of Severance Pay and Change in Control Plan.8-K001-3637610.1February 21, 202010.13.1†First Amendment to the 2U, Inc. Severance Pay and Change in Control Plan.10-Q001-3637610.4April 30, 202010.14†Summary of Non-Employee Director Compensation.10-Q001-3637610.2July 29, 2021 10.15†Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/No Hire Agreement, dated as of February 28, 2009, by and between the Registrant and Christopher J. Paucek.S-1/A333-19407910.14March 17, 2014 10.16†Form of Indemnification Agreement with directors and executive officers.S-1333-19407910.15February 21, 2014 10.17†Offer letter agreement, dated as of October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.1October 16, 201910.18†Employee Intellectual Property, Non-Competition, and Non-Solicitation Agreement, dated October 10, 2019, between Paul S. Lalljie and 2U, Inc.8-K001-3637610.2October 16, 201910.19†Separation and Transition Agreement, dated October 17, 2019, between Catherine A. Graham and 2U, Inc.8-K001-3637610.1October 23, 201910.20†Separation, Consulting and Release Agreement, dated November 10, 2021 by and between 2U, Inc. and James Kenigsberg.8-K001-3637610.1November 12, 202110.21**Term Loan Credit and Guaranty Agreement, dated June 28, 2021, by and among 2U, Inc., as borrower, the Guarantors party thereto, Alter Domus (US) LLC, as administrative agent and collateral agent, and the Lenders party thereto.8-K001-3637610.1June 29, 2021ExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith121 10.22First Amendment to Term Loan Credit and Guaranty Agreement.10-Q001-3637610.1November 9, 202110.23*Joinder Agreement.10-Q001-3637610.2November 9, 202110.24Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Citibank, N.A.8-K001-3637610.1April 27, 202010.25Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Morgan Stanley & Co. LLC.8-K001-3637610.2April 27, 202010.26Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Credit Suisse Capital LLC.8-K001-3637610.3April 27, 202010.27Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Citibank, N.A.8-K001-3637610.1May 1, 202010.28Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Morgan Stanley & Co. LLC.8-K001-3637610.2May 1, 202010.29Additional Call Option Confirmation, dated as of April 29, 2020, between 2U, Inc. and Credit Suisse Capital LLC.8-K001-3637610.3May 1, 202010.30Office Lease, by and between Lanham Office 2015 LLC and 2U Harkins Road LLC, dated as of December 23, 2015.10-K001-3637610.16February 24, 2017 10.32Agreement of Lease, by and between 55 Prospect Owner LLC and 2U NYC, LLC, dated as of February 13, 2017.10-K001-3637610.17February 24, 2017 10.33Office Lease, by and between SRI Ten DCC LCC and 2U, Inc., dated May 11, 2016.10-K001-3637610.18February 24, 201710.34†Separation, Consulting and Release Agreement, dated as of April 15, 2022, by and between 2U, Inc. and John Ellis.8-K001-3637610.1April 15, 202210.35†Separation, Consulting and Release Agreement, dated as of July 27, 2022, by and between 2U, Inc. and Mark Chernis.8-K001-3637610.1July 28, 202210.36*Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement.8-K001-3637610.1January 9, 202310.37**Purchase Agreement, dated January 9, 2023.8-K001-3637610.2January 9, 202310.38**Purchase Agreement, dated January 9, 2023.8-K001-3637610.3January 9, 202321.1Subsidiaries of the Registrant. X23.1Consent of KPMG LLP, independent registered public accounting firm.X31.1Certification of Chief Executive Officer of 2U, Inc. pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.XExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith12231.2Certification of Chief Financial Officer of 2U, Inc. pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X32.1Certification of Chief Executive Officer of 2U, Inc. in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X32.2Certification of Chief Financial Officer of 2U, Inc. in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. X101.SCH XBRL Taxonomy Extension Schema Document. X101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X101.LAB XBRL Taxonomy Extension Label Linkbase Document. X101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).XExhibitNumberDescriptionFormFile No.ExhibitNumberFiling DateFiled/Furnished Herewith*Portions of this exhibit, indicated by asterisks, have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission.** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to supplementally furnish to the Securities and Exchange Commission copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission. †Indicates management contract or compensatory plan.12310.22First Amendment to Term Loan Credit and Guaranty Agreement.10-Q001-3637610.1November 9, 202110.23*Joinder Agreement.10-Q001-3637610.2November 9, 202110.24Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Citibank, N.A.8-K001-3637610.1April 27, 202010.25Base Call Option Confirmation, dated as of April 20, 2020, between 2U, Inc. and Morgan Stanley & Co. 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This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. C3- Inside Back Cover C3- Inside Back Cover Board of Directors. Board of Directors. Christopher J. Paucek Christopher J. Paucek Co-Founder and Chief Executive Officer Co-Founder and Chief Executive Officer Paul A. Maeder Paul A. Maeder Board Chair Board Chair Audit Committee Member Audit Committee Member General Partner of Highland Capital Partners General Partner of Highland Capital Partners Timothy M. Haley Timothy M. Haley Nominating and Governance Committee Chair Nominating and Governance Committee Chair Managing Director of Redpoint Ventures Managing Director of Redpoint Ventures John M. Larson John M. Larson Compensation Committee Chair Compensation Committee Chair Executive Chairman of Triumph Higher Education Executive Chairman of Triumph Higher Education Group, Inc., and President of Triumph Group, Inc. Group, Inc., and President of Triumph Group, Inc. Robert M. Stavis Robert M. Stavis Audit Committee Chair Audit Committee Chair Partner at Bessemer Venture Partners Partner at Bessemer Venture Partners Earl Lewis Earl Lewis Audit Committee Member Audit Committee Member Thomas C. Holt Distinguished University Professor Thomas C. Holt Distinguished University Professor of History, Afroamerican and African Studies, of History, Afroamerican and African Studies, and Public Policy at the University of Michigan and Public Policy at the University of Michigan Sallie L. Krawcheck Sallie L. Krawcheck Nominating and Governance Nominating and Governance Committee Member Committee Member Chief Executive Officer and Chief Executive Officer and Co-Founder of Ellevest Co-Founder of Ellevest Coretha M. Rushing Coretha M. Rushing Compensation Committee Member Compensation Committee Member President at CR Consulting Alliance, LLC President at CR Consulting Alliance, LLC Managing Director and Executive Mentor at Managing Director and Executive Mentor at The ExCo Leadership Group The ExCo Leadership Group Gregory K. Peters Gregory K. Peters Audit Committee Member Audit Committee Member Co-Chief Executive Officer at Netflix Co-Chief Executive Officer at Netflix Alexis Maybank Alexis Maybank Compensation Committee Member Compensation Committee Member Co-Founder and Former Chief Executive Co-Founder and Former Chief Executive Officer of Gilt Groupe Officer of Gilt Groupe Edward S. Macias Edward S. Macias Nominating and Governance Committee Member Nominating and Governance Committee Member Provost Emeritus and Barbara and David Thomas Provost Emeritus and Barbara and David Thomas Distinguished Professor Emeritus in Arts & Distinguished Professor Emeritus in Arts & Sciences at Washington University in St. Louis Sciences at Washington University in St. Louis Shareholder Information Shareholder Information Copies of the Company’s Form 10-K filed with the Securities and Exchange Commission for the Copies of the Company’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2022; committee charters; Code of Business Conduct and Ethics and year ended December 31, 2022; committee charters; Code of Business Conduct and Ethics and other documents may be obtained free of charge at investor.2u.com or by contacting: other documents may be obtained free of charge at investor.2u.com or by contacting: 2U, Inc. 2U, Inc. Investor Relations Investor Relations 7900 Harkins Road 7900 Harkins Road Lanham, MD 20706 Lanham, MD 20706 301-892-4350 301-892-4350 Annual Meeting Annual Meeting The annual meeting of stockholders will be held virtually on June 6, 2023, at 2:00 p.m. ET The annual meeting of stockholders will be held virtually on June 6, 2023, at 2:00 p.m. ET at www.virtualshareholdermeeting.com/TWOU2023 at www.virtualshareholdermeeting.com/TWOU2023 This page intentionally left blank. This page intentionally left blank. C3- Inside Back Cover C3- Inside Back Cover Board of Directors. Board of Directors. Christopher J. Paucek Christopher J. Paucek Co-Founder and Chief Executive Officer Co-Founder and Chief Executive Officer Paul A. Maeder Paul A. Maeder Board Chair Board Chair Audit Committee Member Audit Committee Member General Partner of Highland Capital Partners General Partner of Highland Capital Partners Timothy M. Haley Timothy M. Haley Nominating and Governance Committee Chair Nominating and Governance Committee Chair Managing Director of Redpoint Ventures Managing Director of Redpoint Ventures John M. Larson John M. Larson Compensation Committee Chair Compensation Committee Chair Executive Chairman of Triumph Higher Education Executive Chairman of Triumph Higher Education Group, Inc., and President of Triumph Group, Inc. Group, Inc., and President of Triumph Group, Inc. Robert M. Stavis Robert M. Stavis Audit Committee Chair Audit Committee Chair Partner at Bessemer Venture Partners Partner at Bessemer Venture Partners Earl Lewis Earl Lewis Audit Committee Member Audit Committee Member Thomas C. Holt Distinguished University Professor Thomas C. Holt Distinguished University Professor of History, Afroamerican and African Studies, of History, Afroamerican and African Studies, and Public Policy at the University of Michigan and Public Policy at the University of Michigan Sallie L. Krawcheck Sallie L. Krawcheck Nominating and Governance Nominating and Governance Committee Member Committee Member Chief Executive Officer and Chief Executive Officer and Co-Founder of Ellevest Co-Founder of Ellevest Coretha M. Rushing Coretha M. Rushing Compensation Committee Member Compensation Committee Member President at CR Consulting Alliance, LLC President at CR Consulting Alliance, LLC Managing Director and Executive Mentor at Managing Director and Executive Mentor at The ExCo Leadership Group The ExCo Leadership Group Gregory K. Peters Gregory K. Peters Audit Committee Member Audit Committee Member Co-Chief Executive Officer at Netflix Co-Chief Executive Officer at Netflix Alexis Maybank Alexis Maybank Compensation Committee Member Compensation Committee Member Co-Founder and Former Chief Executive Co-Founder and Former Chief Executive Officer of Gilt Groupe Officer of Gilt Groupe Edward S. Macias Edward S. Macias Nominating and Governance Committee Member Nominating and Governance Committee Member Provost Emeritus and Barbara and David Thomas Provost Emeritus and Barbara and David Thomas Distinguished Professor Emeritus in Arts & Distinguished Professor Emeritus in Arts & Sciences at Washington University in St. Louis Sciences at Washington University in St. Louis Shareholder Information Shareholder Information Copies of the Company’s Form 10-K filed with the Securities and Exchange Commission for the Copies of the Company’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2022; committee charters; Code of Business Conduct and Ethics and year ended December 31, 2022; committee charters; Code of Business Conduct and Ethics and other documents may be obtained free of charge at investor.2u.com or by contacting: other documents may be obtained free of charge at investor.2u.com or by contacting: 2U, Inc. 2U, Inc. Investor Relations Investor Relations 7900 Harkins Road 7900 Harkins Road Lanham, MD 20706 Lanham, MD 20706 301-892-4350 301-892-4350 Annual Meeting Annual Meeting The annual meeting of stockholders will be held virtually on June 6, 2023, at 2:00 p.m. ET The annual meeting of stockholders will be held virtually on June 6, 2023, at 2:00 p.m. ET at www.virtualshareholdermeeting.com/TWOU2023 at www.virtualshareholdermeeting.com/TWOU2023 2U.com 2U, Inc. 7900 Harkins Road Lanham, MD 20706 301-892-4350