2U (TWOUQ) S-3ASR Automatic shelf registration

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Exhibit 12.1

2U, Inc.
Statement of Computation of Ratio of Earnings to Fixed Charges

										Six Months Ended June 30,
	2012			2013			2014			2014			2015
Fixed charges:
Interest expense related to indebtedness	$	21		$	6		$	198		$	65		$	94
Estimated interest component of rent expense(1)		554			702			870			430			477
Amortization of capitalized expenses related to indebtedness		—			—			317			157			157
Capitalized interest expense		—			—			—			—			—
Preferred stock dividends		—			—			—			—			—
Preferred stock accretion(2)		339			347			89			89			—
Total fixed charges	$	914		$	1,055		$	1,474		$	741		$	728
Earnings (loss):
Loss before income taxes		(23,113	)		(27,953	)		(28,999	)		(17,645	)		(15,098	)
Add: fixed charges per above		914			1,055			1,474			741			728
Less: capitalized interest expense		—			—			—			—			—
Total loss	$	(22,199	)	$	(26,898	)	$	(27,525	)	$	(16,904	)	$	(14,370	)
Ratio of earnings to fixed charges		N/A			N/A			N/A			N/A			N/A
Deficiency of earnings available to cover fixed charges	$	(23,113	)	$	(27,953	)	$	(28,999	)	$	(17,645	)	$	(15,098	)

(1)

Interest component of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.

(2)

Upon the closing of the IPO, all shares of the then-outstanding redeemable convertible preferred stock automatically converted into an aggregate of 23,501,208 shares of common stock, based on the shares of redeemable convertible preferred stock outstanding as of April 2, 2014. The preferred stock accretion is computed as the amount of the accretion divided by (1 minus the effective income tax rate applicable to continuing operations). Since inception, the Company's tax rate has been 0%. The deficiency of earnings available to cover fixed charges adjusted for preferred stock accretion would result in $24,563, $22,774, $27,606, $28,593, and $17,399 for year ended 2011, 2012, 2013, 2014 and six months ended 2014, respectively.

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Exhibit 12.1

2U, Inc. Statement of Computation of Ratio of Earnings to Fixed Charges