2U (TWOUQ) 10-Q 7 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 03, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-36376
Entity Registrant Name	2U, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-2335939
Entity Address, Address Line One	7900 Harkins Road
Entity Address, City or Town	Lanham,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20706
City Area Code	301
Local Phone Number	892-4350
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	TWOU
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		78,204,895
Entity Central Index Key	0001459417
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 170,165	$ 232,932
Restricted cash	14,985	16,977
Accounts receivable, net	97,164	67,287
Other receivables, net	31,009	29,439
Prepaid expenses and other assets	81,538	47,217
Total current assets	394,861	393,852
Other receivables, net, non-current	21,007	21,568
Property and equipment, net	45,513	48,650
Right-of-use assets	74,175	76,841
Goodwill	732,586	834,539
Intangible assets, net	569,408	665,523
Other assets, non-current	72,006	68,033
Total assets	1,909,556	2,109,006
Current liabilities
Accounts payable and accrued expenses	133,385	164,723
Deferred revenue	127,597	91,926
Lease liability	13,286	13,985
Accrued restructuring liability	13,551	1,735
Other current liabilities	95,252	61,138
Total current liabilities	383,071	333,507
Long-term debt	928,197	845,316
Deferred tax liabilities, net	359	1,726
Lease liability, non-current	102,221	98,666
Other liabilities, non-current	1,792	636
Total liabilities	1,415,640	1,279,851
Commitments and contingencies (Note 6)
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued	0	0
Common stock, $0.001 par value, 200,000,000 shares authorized, 77,845,436 shares issued and outstanding as of September 30, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021	78	76
Additional paid-in capital	1,683,860	1,735,628
Accumulated deficit	(1,168,129)	(890,638)
Accumulated other comprehensive loss	(21,893)	(15,911)
Total stockholders’ equity	493,916	829,155
Total liabilities and stockholders’ equity	$ 1,909,556	$ 2,109,006

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000,000	200,000,000
Common stock, issued (in shares)	77,845,436	75,754,663
Common stock, outstanding (in shares)	77,845,436	75,754,663

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Total revenue	$ 232,238	$ 232,376	$ 727,031	$ 702,058
Costs and expenses
Curriculum and teaching	31,558	30,869	96,933	98,805
Servicing and support	36,110	33,898	112,795	101,947
Technology and content development	43,976	43,106	140,649	128,539
Marketing and sales	94,311	118,300	341,643	346,181
General and administrative	39,388	44,341	131,146	137,128
Restructuring charges	11,632	5,395	29,172	7,214
Impairment charges	79,509	0	138,291	0
Total costs and expenses	336,484	275,909	990,629	819,814
Loss from operations	(104,246)	(43,533)	(263,598)	(117,756)
Interest income	269	474	767	1,188
Interest expense	(15,913)	(16,945)	(43,709)	(33,014)
Loss on debt extinguishment	0	0	0	(1,101)
Other income (expense), net	(1,845)	(425)	(4,242)	22,730
Loss before income taxes	(121,735)	(60,429)	(310,782)	(127,953)
Income tax benefit	59	319	474	448
Net loss	$ (121,676)	$ (60,110)	$ (310,308)	$ (127,505)
Net loss per share, basic (in dollars per share)	$ (1.57)	$ (0.80)	$ (4.03)	$ (1.72)
Net loss per share, diluted (in dollars per share)	$ (1.57)	$ (0.80)	$ (4.03)	$ (1.72)
Weighted-average shares of common stock outstanding, basic (in shares)	77,692,911	74,691,521	77,013,180	74,266,999
Weighted-average shares of common stock outstanding, diluted (in shares)	77,692,911	74,691,521	77,013,180	74,266,999
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of $0 for all periods presented	$ (5,637)	$ (4,268)	$ (5,982)	$ (2,096)
Comprehensive loss	$ (127,313)	$ (64,378)	$ (316,290)	$ (129,601)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Other comprehensive income (loss)
Foreign currency translation adjustments, tax	$ 0	$ 0	$ 0	$ 0

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2020			72,451,521
Beginning balance at Dec. 31, 2020	$ 940,990		$ 72	$ 1,646,574		$ (695,872)		$ (9,784)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			1,404,971
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(12,613)		$ 2	(12,615)
Exercise of stock options (in shares)			181,716
Exercise of stock options	3,533			3,533
Stock-based compensation expense	24,947			24,947
Net loss	(45,564)					(45,564)
Foreign currency translation adjustment	(805)							(805)
Ending balance (in shares) at Mar. 31, 2021			74,038,208
Ending balance at Mar. 31, 2021	910,488		$ 74	1,662,439		(741,436)		(10,589)
Beginning balance (in shares) at Dec. 31, 2020			72,451,521
Beginning balance at Dec. 31, 2020	940,990		$ 72	1,646,574		(695,872)		(9,784)
Increase (Decrease) in Stockholders' Equity
Net loss	(127,505)
Foreign currency translation adjustment	(2,096)
Ending balance (in shares) at Sep. 30, 2021			74,749,601
Ending balance at Sep. 30, 2021	879,465		$ 75	1,714,647		(823,377)		(11,880)
Beginning balance (in shares) at Dec. 31, 2020			72,451,521
Beginning balance at Dec. 31, 2020	$ 940,990		$ 72	1,646,574		(695,872)		(9,784)
Ending balance (in shares) at Dec. 31, 2021	75,754,663		75,754,663
Ending balance at Dec. 31, 2021	$ 829,155	$ (81,734)	$ 76	1,735,628	$ (114,551)	(890,638)	$ 32,817	(15,911)
Increase (Decrease) in Stockholders' Equity
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06
Beginning balance (in shares) at Mar. 31, 2021			74,038,208
Beginning balance at Mar. 31, 2021	$ 910,488		$ 74	1,662,439		(741,436)		(10,589)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			390,976
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(1,501)		$ 1	(1,502)
Exercise of stock options (in shares)			28,263
Exercise of stock options	$ 737			737
Issuance of common stock in connection with employee stock purchase plan (in shares)	50,406
Issuance of common stock in connection with employee stock purchase plan	$ 1,773			1,773
Stock-based compensation expense	24,776			24,776
Net loss	(21,831)					(21,831)
Foreign currency translation adjustment	2,977							2,977
Ending balance (in shares) at Jun. 30, 2021			74,507,853
Ending balance at Jun. 30, 2021	917,419		$ 75	1,688,223		(763,267)		(7,612)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			171,486
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(429)			(429)
Exercise of stock options (in shares)			70,262
Exercise of stock options	1,831			1,831
Stock-based compensation expense	25,022			25,022
Net loss	(60,110)					(60,110)
Foreign currency translation adjustment	(4,268)							(4,268)
Ending balance (in shares) at Sep. 30, 2021			74,749,601
Ending balance at Sep. 30, 2021	$ 879,465		$ 75	1,714,647		(823,377)		(11,880)
Beginning balance (in shares) at Dec. 31, 2021	75,754,663		75,754,663
Beginning balance at Dec. 31, 2021	$ 829,155	(81,734)	$ 76	1,735,628	(114,551)	(890,638)	32,817	(15,911)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			577,416
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(919)		$ 1	(920)
Exercise of stock options (in shares)			284,455
Exercise of stock options	875			875
Stock-based compensation expense	24,424			24,424
Net loss	(125,780)					(125,780)
Foreign currency translation adjustment	7,329							7,329
Ending balance (in shares) at Mar. 31, 2022			76,616,534
Ending balance at Mar. 31, 2022	$ 653,350		$ 77	1,645,456		(983,601)		(8,582)
Beginning balance (in shares) at Dec. 31, 2021	75,754,663		75,754,663
Beginning balance at Dec. 31, 2021	$ 829,155	$ (81,734)	$ 76	1,735,628	$ (114,551)	(890,638)	$ 32,817	(15,911)
Increase (Decrease) in Stockholders' Equity
Exercise of stock options (in shares)	316,965
Net loss	$ (310,308)
Foreign currency translation adjustment	$ (5,982)
Ending balance (in shares) at Sep. 30, 2022	77,845,436		77,845,436
Ending balance at Sep. 30, 2022	$ 493,916		$ 78	1,683,860		(1,168,129)		(21,893)
Beginning balance (in shares) at Mar. 31, 2022			76,616,534
Beginning balance at Mar. 31, 2022	653,350		$ 77	1,645,456		(983,601)		(8,582)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			464,984
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(822)			(822)
Exercise of stock options (in shares)			2,278
Exercise of stock options	17			17
Issuance of common stock in connection with employee stock purchase plan (in shares)			136,039
Issuance of common stock in connection with employee stock purchase plan	1,282			1,282
Stock-based compensation expense	22,349			22,349
Net loss	(62,852)					(62,852)
Foreign currency translation adjustment	(7,674)							(7,674)
Ending balance (in shares) at Jun. 30, 2022			77,219,835
Ending balance at Jun. 30, 2022	605,650		$ 77	1,668,282		(1,046,453)		(16,256)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			595,369
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(579)		$ 1	(580)
Exercise of stock options (in shares)			30,232
Exercise of stock options	191			191
Stock-based compensation expense	15,967			15,967
Net loss	(121,676)					(121,676)
Foreign currency translation adjustment	$ (5,637)							(5,637)
Ending balance (in shares) at Sep. 30, 2022	77,845,436		77,845,436
Ending balance at Sep. 30, 2022	$ 493,916		$ 78	$ 1,683,860		$ (1,168,129)		$ (21,893)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Cash flows from operating activities
Net loss			$ (310,308)	$ (127,505)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense			9,929	28,278
Depreciation and amortization expense	$ 29,313	$ 26,168	95,070	77,577
Stock-based compensation expense	15,967	25,022	62,740	74,745
Non-cash lease expense			16,507	13,518
Restructuring			9,523	4,845
Provision for credit losses			6,129	5,712
Loss on debt extinguishment	0	0	0	1,101
Gain on sale of investment			0	(27,762)
Impairment charges	79,509	0	138,291	0
Other			4,660	2,100
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Accounts receivable, net			(36,253)	(54,689)
Other receivables, net			(2,867)	(24,598)	$ (24,600)
Prepaid expenses and other assets			1,973	(6,639)
Accounts payable and accrued expenses			(12,964)	24,249
Deferred revenue			43,252	21,960
Other liabilities, net			(27,124)	(16,028)
Net cash used in operating activities			(1,442)	(3,136)
Cash flows from investing activities
Purchase of a business, net of cash acquired			5,010	0
Additions of amortizable intangible assets			(50,155)	(45,179)
Purchases of property and equipment			(8,777)	(5,397)
Purchase of investment			0	(1,000)
Proceeds from sale of investment			0	38,762
Advances made to university clients			(310)	0
Advances repaid by university clients			200	200
Other			(17)	56
Net cash used in investing activities			(54,049)	(12,558)
Cash flows from financing activities
Proceeds from debt			530	469,595
Payments on debt			(5,313)	(2,203)
Payment of debt issuance costs			0	(10,259)
Tax withholding payments associated with settlement of restricted stock units			(2,320)	(14,543)
Proceeds from exercise of stock options			1,083	6,101
Proceeds from employee stock purchase plan share purchases			1,282	1,773
Net cash (used in) provided by financing activities			(4,738)	450,464
Effect of exchange rate changes on cash			(4,530)	(2,312)
Net (decrease) increase in cash, cash equivalents and restricted cash			(64,759)	432,458
Cash, cash equivalents and restricted cash, beginning of period			249,909	518,866	518,866
Cash, cash equivalents and restricted cash, end of period	$ 185,150	$ 951,324	$ 185,150	$ 951,324	$ 249,909

Organization

Organization	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization 2U, Inc. (together with its subsidiaries, the “Company”) is an online education platform company. The Company’s mission is to expand access to high-quality educational opportunities that unlock human potential. On November 16, 2021, the Company completed the acquisition of edX (the “edX Acquisition”), including the edX brand, website, and marketplace. As a result of the edX Acquisition, the Company expanded its digital education offerings to include open courses and micro-credential offerings at the undergraduate and graduate levels and added an education consumer marketplace, edx.org, with over 46 million registered learners. Refer to Note 3 for further information about the edX Acquisition. The Company serves more than 230 top-ranked global universities and other leading institutions, and offers 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. edX is the primary brand for the Company’s products and services and edx.org operates as its global online learning marketplace. The Company is positioned as one of the world’s most comprehensive free-to-degree online learning platforms. The Company believes its platform and robust consumer marketplace provide clients with the digital infrastructure to launch world-class online education offerings and allow students to easily access high-quality, job-relevant education offerings without the barriers of cost or location. 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 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.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the assets, liabilities, results of operations and cash flows of the Company have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the Securities and Exchange Commission (the “SEC”). As permitted under such rules, certain notes and other financial information normally required by U.S. GAAP have been condensed or omitted. The Company believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and nine months ended September 30, 2022 and 2021 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP on an annual reporting basis. Reclassifications The Company has reclassified prior period amounts in the condensed consolidated statements of cash flows to conform to the current period’s presentation of other receivables. The Company reclassified $24.6 million from changes in prepaid expenses and other assets to changes in other receivables. This reclassification had no impact on the previously reported operating cash flows. The Company has reclassified certain other prior period amounts in the consolidated statements of cash flows to conform to current period presentation. These reclassifications had no impact on previously reported operating, financing, or financing cash flows. The Company has reclassified prior period amounts in the condensed consolidated balance sheet and condensed consolidated statement of operations to conform to the current period’s presentation restructuring charges. The Company reclassified $1.7 million from accounts payable and accrued liabilities to accrued restructuring liability. In addition, the Company reclassified $5.4 million and $7.2 million from general and administrative expense to restructuring charges for the three and nine months ended September 30, 2021, respectively. Use of Estimates The preparation of condensed 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 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 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, particularly in light of the COVID-19 pandemic, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis. Fair Value Measurements 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 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 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. 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 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 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 inputs when determining fair value. Refer to Note 4 for further discussion of assets measured at fair value on a 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 markets; • 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 • 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 information available in the circumstances. 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 of September 30, 2022 and December 31, 2021. Refer to Note 9 for more information regarding the Company’s convertible senior notes. Business Combinations 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 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 condensed consolidated financial statements from the acquisition date. 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 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. Goodwill 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 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 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 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. The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based approaches. The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, the selection of appropriate peer group companies, discount rates, terminal growth rates, and forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements. 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 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. 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 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. Other Indefinite-lived Intangible Assets The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. Interim Impairment Assessments 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. 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 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 forecasts of revenue, 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 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 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 estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. 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 intangible asset exceeded their respective estimated fair value. As a result, during the three months ended March 31, 2022, the Company 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 on the Company’s condensed 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. 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-lived intangible asset exceeded their respective estimated fair value. As a result, during the three months ended September 30, 2022, the Company 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 on the Company’s condensed 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. Recent Accounting Pronouncements 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 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 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 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 beginning after December 15, 2021. 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 $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 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 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. 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 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 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. The Company will adopt this 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. In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance . This ASU requires entities to disclose information about certain government assistance they receive, including the nature of the transactions and the related accounting policy, the line items on the balance sheet and statement of operations that are affected and the amounts applicable to each financial statement line item, and significant terms and conditions of the transactions. The ASU is effective for fiscal years beginning after December 15, 2021 and the disclosure requirements are for annual periods only. The guidance under this ASU will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022. The Company does not expect the adoption of this standard to have a 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 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 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 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.

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	Business Combination 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 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 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 escrow account to satisfy indemnification claims and purchase price adjustments, as applicable. During the nine months ended September 30, 2022, the Company recorded working capital adjustments of $5.0 million, reducing the preliminary purchase price to $768.0 million. In addition, the Company adjusted its preliminary valuation of acquired assets and assumed liabilities based upon new information that was received pertaining to acquisition date fair values. The transaction was accounted for under the acquisition method of accounting and revenue. 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 allocation of the preliminary purchase price is pending the finalization of the fair value of acquired deferred revenue and other liabilities, deferred income tax assets and liabilities, and assumed non-income tax liabilities. The following table summarizes the preliminary 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 nine months ended September 30, 2022: Estimated Purchase Price (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 (17,000) Lease liability (2,512) Other liabilities (33,235) Intangible assets: Developed technology 3 15,400 University client relationships 10 104,000 Enterprise client relationships 10 14,300 Trade names indefinite 255,000 Goodwill 407,050 $ 768,009

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets The following table presents the changes in the carrying amount of goodwill by reportable segment on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2021 Allocations Adjustments Impairment Charges Foreign Currency Translation Adjustments Balance as of September 30, 2022 (in thousands) Degree Program Segment Gross goodwill $ — $ 198,378 $ (5,519) $ — $ — $ 192,859 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,519) — — 192,859 Alternative Credential Segment Gross goodwill $ 481,366 $ 225,174 $ (10,983) $ — $ (6,460) $ 689,097 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (10,983) (78,991) (6,460) 539,727 Unallocated goodwill $ 423,552 $ (423,552) $ — $ — $ — $ — Total Gross goodwill $ 904,918 $ — $ (16,502) $ — $ (6,460) $ 881,956 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill $ 834,539 $ — $ (16,502) $ (78,991) $ (6,460) $ 732,586 During 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 nine months ended September 30, 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 $11.5 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 condensed consolidated balance sheets as of each of the dates indicated. September 30, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 218,666 $ (125,222) $ 93,444 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 262,418 (163,907) 98,511 243,687 (125,599) 118,088 University client relationships 9-10 209,016 (49,595) 159,421 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,251) 13,049 14,300 (179) 14,121 Trade names and domain names 5-10 29,128 (19,845) 9,283 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 733,528 $ (359,820) $ 373,708 $ 696,594 $ (286,071) $ 410,523 September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (in thousands) Indefinite-lived intangible assets Trade 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 three months ended March 31, 2022, the Company recorded a $30.0 million impairment charge related to its indefinite-lived intangible asset. During the three months ended September 30, 2022, the Company recorded a $29.3 million impairment charge 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 $50.2 million and $46.3 million of in-process capitalized technology and content development as of September 30, 2022 and December 31, 2021, respectively. The Company recorded amortization expense related to amortizable intangible assets of $26.6 million and $23.2 million for the three months ended September 30, 2022 and 2021, respectively. The Company recorded amortization expense related to amortizable intangible assets of $86.5 million and $68.0 million for the nine months ended September 30, 2022 and 2021, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of September 30, 2022. Future Amortization Expense (in thousands) Remainder of 2022 $ 25,345 2023 83,559 2024 63,330 2025 42,680 2026 29,048 Thereafter 79,520 Total $ 323,482

Other Balance Sheet Details

Other Balance Sheet Details	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Other Balance Sheet Details	Other Balance Sheet Details Prepaid expenses and other assets As of September 30, 2022 and December 31, 2021, the Company had balances of $24.0 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the condensed consolidated balance sheets. Other Assets, Non-current As of September 30, 2022 and December 31, 2021, the Company had balances of $8.9 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 condensed 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 Accounts Payable and Accrued Expenses The following table presents the components of accounts payable and accrued expenses on the Company’s condensed consolidated balance sheets as of each of the dates indicated. September 30, 2022 December 31, 2021 (in thousands) Accrued university and instructional staff compensation $ 27,420 $ 36,806 Accrued marketing expenses 21,649 26,469 Accrued transaction and integration expenses 718 4,072 Accrued compensation and related benefits 26,409 49,143 Accounts payable and other accrued expenses 57,189 48,233 Total accounts payable and accrued expenses $ 133,385 $ 164,723 For each of the three and nine months ended September 30, 2022 and 2021, expenses related to the Company’s marketing and advertising efforts of its own brands were not material. Other Current Liabilities As of September 30, 2022 and December 31, 2021, the Company had balances of $18.6 million and $21.9 million, respectively, within other current liabilities on the condensed consolidated balance sheets, which represents 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 September 30, 2022, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million. The balance is recorded within other current liabilities on the condensed consolidated balance sheets.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Contingencies 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 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 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 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 matters is subject to inherent uncertainties and may change in the future. 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, 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 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 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 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, 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 between February 26, 2018 and July 30, 2019. On October 27, 2020, defendants filed a motion to dismiss. On August 5, 2021, the court largely denied the defendants’ motion to dismiss. On February 18, 2022, the court stayed discovery until April 19, 2022, pending mediation. On April 28, 2022, the parties informed the court that they had reached a settlement in principle. On June 2, 2022, Plaintiffs filed a motion for preliminary approval of the class action settlement and accompanying documents. On June 23, 2022, the Court entered an order preliminarily approving the settlement. The final approval hearing is set for December 9, 2022. The settlement payment is being funded by the Company's insurers. The $37.0 million payable under the proposed settlement and the related insurance proceeds are recorded within other current liabilities and prepaid expenses and other assets, respectively, on the condensed consolidated balance sheets. Stockholder Derivative Suits 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 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 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 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 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. 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 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 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 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 concluded on September 22, 2022. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. 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 Mokkarala, the Company’s former Chief Marketing Officer and current Chief Revenue Officer, and the Company’s board of 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 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 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. On September 14, 2022, Daniel Sebagh filed a stockholder derivative complaint purportedly on behalf of the Company and against Christopher J. Paucek, our CEO, Catherine A. Graham, our former CFO, James Kenigsberg, our CTO, and our 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, 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 our company’s business prospects and financial projections. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Marketing and Sales Commitments 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 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 such commitments. 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 make, payments to university clients in exchange for contract extensions and various marketing and other rights. As of September 30, 2022, the future minimum payments due to university clients have not materially changed relative to the amounts provided in the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Contingent Payments The 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 condensed consolidated balance sheets.

Restructuring Charges

Restructuring Charges	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring Charges	Restructuring Charges 2022 Strategic Realignment Plan During the second quarter of 2022, the Company began implementing a plan to accelerate its transition to a platform company (the “2022 Strategic Realignment Plan”). The plan is 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 has simplified its executive structure to reduce silos, 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 $11.3 million and $27.0 million in restructuring charges related to the 2022 Strategic Realignment Plan for each of the three and nine months ended September 30, 2022, respectively. 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. Three Months Ended Nine Months Ended Degree Program Segment Alternative Credential Segment Degree Program Segment Alternative Credential Segment 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ — $ 8,772 $ 6,431 Lease and lease-related charges* 8,972 298 8,972 298 Professional and other fees relating to restructuring activities 961 20 1,515 20 Other** — 1,008 — 1,008 9,933 1,326 19,259 7,757 Other restructuring charges*** 362 11 1,977 179 Total restructuring charges $ 10,295 $ 1,337 $ 21,236 $ 7,936 * For the three and nine months ended September 30, 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 $0.8 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. The Company recorded restructuring charges of $5.4 million and $7.2 million for the three and nine months ended September 30, 2021, respectively. Summary of Accrued Restructuring Liability The 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, 2021 Additional Costs Cash Payments Balance as of September 30, 2022 (in thousands) 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ 14,542 $ (3,885) $ 10,657 Professional and other fees relating to restructuring activities — 1,820 — 1,820 Lease and lease-related charges — 212 — 212 Other severance and severance-related costs 1,735 728 (1,601) 862 Total restructuring $ 1,735 $ 17,302 $ (5,486) $ 13,551

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	Leases The 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 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 September 30, 2022, the subleases were classified as operating leases and each had a remaining term of 1.1 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 September 30, 2022, this sublease was classified as an operating lease and had a remaining term of 2.2 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 condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Operating lease expense $ 5,099 $ 4,897 $ 16,471 $ 13,524 Short-term lease expense 139 66 407 120 Variable lease expense 1,811 1,713 5,180 4,742 Sublease income (427) (155) (883) (265) Total lease expense $ 6,622 $ 6,521 $ 21,175 $ 18,121 As of September 30, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 7.1 years and the weighted-average discount rate was 10.7%. For the nine months ended September 30, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $18.8 million and $16.5 million, respectively. For each of the nine months ended September 30, 2022 and 2021, lease liabilities arising from obtaining right-of use assets were $15.5 million and $28.7 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 $3.5 million in aggregate. September 30, 2022 (in thousands) Remainder of 2022 $ 5,769 2023 24,388 2024 24,349 2025 20,577 2026 21,136 Thereafter 72,212 Total lease payments 168,431 Less: imputed interest (52,924) Total lease liability $ 115,507

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt The following table presents the components of outstanding long-term debt on the Company’s condensed consolidated balance sheets as of each of the dates indicated. September 30, 2022 December 31, 2021 (in thousands) Term loan facilities $ 568,060 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,950 4,423 Less: unamortized debt discount and issuance costs (19,768) (107,777) Total debt 935,742 852,520 Less: current portion of long-term debt (7,545) (7,204) Total long-term debt $ 928,197 $ 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 “Notes”), which had an estimated fair value of $283.5 million and $403.3 million as of September 30, 2022 and December 31, 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. Term Loan Credit and Guaranty Agreement The 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 “Term Loan Facilities”). The Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the 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 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, which amended the Term Loan Agreement (collectively, the “Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million. 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 Amended Term Loan Facility may be used for general corporate purposes. The associated effective interest rate of the Amended Term Loan Facility for each of the three and nine months ended September 30, 2022 was approximately 9.00%. The associated interest expense was approximately $13.2 million and $35.4 million for the three and nine months ended September 30, 2022, respectively. The obligations under the Term Loan Agreement are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Term Loan 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 Term Loan 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 Term Loan 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 Term Loan Agreement contains a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the 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 Term Loan 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 Term Loan Agreement); failure of any material provision of the Term Loan 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 Term Loan Agreement. If an event of default under the Term Loan Agreement 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 Term Loan Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Term Loan 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 Term Loan Agreement will automatically become immediately due and payable. Credit Agreement On 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 Notes In April 2020, the Company issued the Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 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 Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company. The Notes are governed by an indenture (the “Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 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 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 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 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Term Loan Facilities), 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. The net carrying amount of the Notes consists of the following as of each of the dates indicated: September 30, 2022 December 31, 2021 (in thousands) Principal $ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (5,419) (5,104) Net carrying amount $ 374,581 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the Notes. Subsequent to the adoption of ASU 2020-06, the effective interest rate used to amortize the issuance costs was 2.9%. The interest expense related to the Notes for the three months ended September 30, 2022 and 2021 was $2.7 million and $7.8 million, respectively. The interest expense related to the Notes for the nine months ended September 30, 2022 and 2021 was $8.0 million and $23.0 million, respectively. Holders may convert their 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 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 Indenture; • if the Company calls such 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 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 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 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 Notes for redemption or the holders of the Notes electing to convert their 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 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of September 30, 2022, the if-converted value of the Notes did not exceed the principal amount. In addition, upon the occurrence of a “fundamental change” (as defined in the Indenture), holders of the Notes may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any. The 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 price equal to the principal amount of the 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 Notes. As of September 30, 2022, the conditions allowing holders of the Notes to convert had not been met and the Company has the right under the Indenture to determine the method of settlement at the time of conversion. Therefore, the Notes are classified as non-current on the condensed consolidated balance sheets. In connection with the 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 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 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 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 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions. Deferred Government Grant Obligations Government grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s condensed 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 three and nine months ended September 30, 2022 and 2021 was immaterial. As of September 30, 2022 and December 31, 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 Credit Certain 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 September 30, 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. Future Principal Payments Future principal payments under the Amended Term Loan Facility, the Notes, and the government grants, as of the date indicated are as follows: September 30, 2022 (in thousands) Remainder of 2022 $ 1,438 2023 5,753 2024 560,869 2025 380,000 2026 — Thereafter* 3,500 Total future principal payments $ 951,560 * 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.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s income tax provisions for all periods consist of federal, state and foreign income taxes. The income tax provisions for the three and nine months ended September 30, 2022 and 2021 were based on estimated full-year effective tax rates, including the mix of income for the period between higher-taxed and lower-taxed jurisdictions, after giving effect to significant items related specifically to the interim periods, and loss-making entities for which it is not more likely than not that a tax benefit will be realized. The Company’s effective tax rate for each of the three and nine months ended September 30, 2022 and 2021 was less than 1%. The Company’s income tax benefit for the three months ended September 30, 2022 and 2021 was $0.1 million and $0.3 million, respectively. The Company’s income tax benefit for the nine months ended September 30, 2022 and 2021 was $0.5 million and $0.4 million, respectively. The income tax benefit is related to losses generated by operations and the amortization of acquired intangibles in the Alternative Credential Segment that are expected to be realized through future reversing taxable temporary differences. To date, the Company has not been required to pay U.S. federal income taxes because of current and accumulated net operating losses. 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.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders’ Equity Common Stock As of September 30, 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 September 30, 2022, there were 77,845,436 shares of common stock outstanding, and the Company had reserved a total of 29,411,807 of its authorized shares of common stock for future issuance as follows: Shares Reserved for Future Issuance Outstanding restricted stock units 4,594,782 Outstanding performance restricted stock units 2,248,104 Outstanding stock options 5,428,679 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 29,411,807 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, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. Stock-Based Compensation The 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. The shares available for future issuance under the 2014 Plan increased by 3,782,719 and 3,619,344 on January 1, 2022 and 2021, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan. The Company also has a 2017 Employee Stock Purchase Plan (the “ESPP”). As of September 30, 2022, 379,670 shares remained available for purchase under the ESPP. The 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 condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Curriculum and teaching $ 59 $ 18 $ 155 $ 51 Servicing and support 3,061 3,856 11,741 11,669 Technology and content development 1,288 3,334 7,785 9,703 Marketing and sales 1,013 1,811 4,861 4,984 General and administrative 10,546 16,003 38,198 48,338 Total stock-based compensation expense $ 15,967 $ 25,022 $ 62,740 $ 74,745 Restricted Stock Units The 2014 Plan provides for the issuance of restricted stock units (“RSUs”) to eligible participants. RSUs generally vest over a three Number of Weighted- Outstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 4,464,951 10.67 Vested (1,715,633) 25.77 Forfeited (767,599) 18.29 Outstanding balance as of September 30, 2022 4,594,782 $ 16.05 The total compensation expense related to the unvested RSUs not yet recognized as of September 30, 2022 was $49.4 million, and will be recognized over a weighted-average period of approximately 1.8 years. Performance Restricted Stock Units The 2014 Plan allows for the grant of performance restricted stock units (“PRSUs”) to eligible participants. The right to earn the PRSUs is subject to achievement of the defined performance metrics and continuous employment service. The performance metrics are defined and approved by the compensation committee of our board of directors. Earned PRSUs may be subject to additional time-based vesting. During the first quarter of 2022, the PRSU awards granted as part of the Company’s 2020 annual equity award cycle with a performance period that began on January 1, 2021 and ended on December 31, 2021, which were subject to market-based vesting conditions, did not achieve the market-based targets for the second performance period, and 0% of the granted quantities vested. The PRSU awards granted as part of the Company’s 2021 annual equity award cycle with a performance period that began on January 1, 2021 and ended on December 31, 2021, which were subject to internal financial performance-based vesting targets, were earned at 112.7% of target. The following tables present a summary of (i) the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions and (ii) the Company’s PRSU activity for the period indicated. As of September 30, 2022 and December 31, 2021, there were 1.1 million and 1.0 million outstanding PRSUs for which the performance metrics had not been defined as of each respective date. Accordingly, such awards are not considered granted for accounting purposes as of September 30, 2022 and December 31, 2021, and have been excluded from the tables below. No PRSUs were granted during each of the three months ended September 30, 2022 and 2021. Nine Months Ended 2022 2021 Risk-free interest rate 0.39% – 1.88% 0.10% – 0.26% Expected term (years) 1.00 – 3.00 1.00 – 3.00 Expected volatility 49% – 97% 85% – 89% Dividend yield 0% 0% Weighted-average grant date fair value per share $18.67 $61.33 Number of Weighted- Outstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63 Vested (12,597) 40.78 Forfeited (942,223) 44.28 Outstanding balance as of September 30, 2022 2,248,104 $ 21.45 The total compensation expense related to the unvested PRSUs not yet recognized as of September 30, 2022 was $15.8 million, and will be recognized over a weighted-average period of approximately 1.3 years. Stock Options The 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 and generally vest over a three The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the period presented. No stock options were granted during the nine months ended September 30, 2021. Three Months Ended Nine Months Ended Risk-free interest rate 3.0% 1.9% - 3.0% Expected term (years) 5.78 5.63 - 5.78 Expected volatility 79% 75% - 79% Dividend yield 0% 0% Weighted-average grant date fair value per share $7.78 $7.02 The following table presents a summary of the Company’s stock option activity for the period indicated. Number of Weighted-Average Weighted-Average Aggregate Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87 $ 16,246 Granted 3,149,620 10.78 7.50 Exercised (316,965) 3.42 0.10 Forfeited (585,842) 13.13 Expired (295,573) 43.25 Outstanding balance as of September 30, 2022 5,428,679 25.43 5.95 97 Exercisable as of September 30, 2022 3,174,670 $ 33.11 3.67 $ 97 The aggregate intrinsic value of options exercised during the nine months ended September 30, 2022 and 2021 was $3.2 million and $6.3 million, respectively. The total compensation expense related to the unvested options not yet recognized as of September 30, 2022 was $17.5 million, and will be recognized over a weighted-average period of approximately 2.2 years.

Net Loss per Share

Net Loss per Share	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Net Loss per Share	Net Loss per Share Diluted 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. Three and Nine Months Ended 2022 2021 Stock options 5,428,679 3,538,522 Restricted stock units 4,594,782 2,681,579 Performance restricted stock units 2,248,104 1,558,149 Shares related to convertible senior notes 13,443,374 13,443,374 Total antidilutive securities 25,714,939 21,221,624 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator (in thousands): Net loss $ (121,676) $ (60,110) $ (310,308) $ (127,505) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,692,911 74,691,521 77,013,180 74,266,999 Net loss per share, basic and diluted $ (1.57) $ (0.80) $ (4.03) $ (1.72)

Segment and Geographic Informat

Segment and Geographic Information	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Segment and Geographic Information	Segment and Geographic Information The 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 and universities. Significant Customers For the three and nine months ended September 30, 2022 and September 30, 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. As of September 30, 2022, no university clients in the Degree Program Segment accounted for 10% or more 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, with $9.8 million and $8.8 million, or approximately 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively. Segment Performance The following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (dollars in thousands) Revenue by segment* Degree Program Segment $ 137,242 $ 147,795 $ 434,499 $ 439,884 Alternative Credential Segment 94,996 84,581 292,532 262,174 Total revenue $ 232,238 $ 232,376 $ 727,031 $ 702,058 Segment profitability** Degree Program Segment $ 44,907 $ 32,925 $ 120,264 $ 86,786 Alternative Credential Segment (12,389) (18,185) (53,564) (41,186) Total segment profitability $ 32,518 $ 14,740 $ 66,700 $ 45,600 Segment profitability margin*** Degree Program Segment 32.7 % 22.3 % 27.7 % 19.7 % Alternative Credential Segment (13.0) (21.5) (18.3) (15.7) Total segment profitability margin 14.0 % 6.4 % 9.2 % 6.5 % * The Company has excluded immaterial amounts of intersegment revenues from each of the three and nine months ended September 30, 2022 and 2021. ** 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, deferred revenue fair value adjustments, 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. The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Net loss $ (121,676) $ (60,110) $ (310,308) $ (127,505) Adjustments: Stock-based compensation expense 15,967 25,022 62,740 74,745 Other (income) expense, net 1,845 425 4,242 (22,730) Net interest expense 15,644 16,471 42,942 31,826 Income tax benefit (59) (319) (474) (448) Depreciation and amortization expense 29,313 26,168 95,070 77,577 Impairment charges 79,509 — 138,291 — Loss on debt extinguishment — — — 1,101 Restructuring charges 11,632 5,395 29,172 7,214 Other* 343 1,688 5,025 3,820 Total adjustments 154,194 74,850 377,008 173,105 Total segment profitability $ 32,518 $ 14,740 $ 66,700 $ 45,600 * Includes (i) transaction and integration expense of $0.0 million and $0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $3.4 million and $2.6 million for the nine months ended September 30, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $0.3 million and $0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $1.6 million and $1.2 million for the nine months ended September 30, 2022 and 2021, respectively. The following table presents the Company’s total assets by segment as of each of the dates indicated. September 30, December 31, (in thousands) Total assets Degree Program Segment $ 518,292 $ 546,572 Alternative Credential Segment 1,391,264 1,562,434 Total assets $ 1,909,556 $ 2,109,006 Geographical Information The 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 $24.5 million and $24.7 million for the three months ended September 30, 2022 and 2021, respectively. The Company’s non-U.S. revenue was $79.8 million and $74.1 million for the nine months ended September 30, 2022 and 2021, 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 September 30, 2022 and December 31, 2021 totaled approximately $3.1 million and $3.3 million, respectively.

Receivables and Contract Liabil

Receivables and Contract Liabilities	9 Months Ended
	Sep. 30, 2022
Receivables And Contract Liabilities Disclosure [Abstract]
Receivables and Contract Liabilities	Receivables and Contract Liabilities Trade Accounts Receivable The 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 condensed consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. September 30, December 31, (in thousands) Degree Program Segment accounts receivable $ 33,985 $ 31,762 Degree Program Segment unbilled revenue 32,127 4,440 Alternative Credential Segment accounts receivable 47,364 42,771 Total 113,476 78,973 Less: Provision for credit losses (16,312) (11,686) Trade accounts receivable, net $ 97,164 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 11,686 Current period provision 5,097 Foreign currency translation adjustments (70) Other (401) Balance as of September 30, 2022 $ 16,312 Other Receivables The 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. September 30, December 31, (in thousands) Other receivables, amortized cost $ 54,379 $ 52,428 Less: Provision for credit losses (2,363) (1,421) Other receivables, net $ 52,016 $ 51,007 Other receivables, net, current $ 31,009 $ 29,439 Other receivables, net, non-current $ 21,007 $ 21,568 The following table presents the change in provision for credit losses for other receivables on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 1,421 Current period provision 1,031 Other (89) Balance as of September 30, 2022 $ 2,363 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of September 30, 2022, 87% 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. September 30, 2022 Year of Origination 2022 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 14,559 $ 5,256 $ 11 $ 20 $ 115 $ 19,961 Mid 13,938 5,640 517 1,356 392 21,843 Low 5,399 3,774 1,142 1,930 330 12,575 Total $ 33,896 $ 14,670 $ 1,670 $ 3,306 $ 837 $ 54,379 December 31, 2021 Year of Origination 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 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 Contract Liabilities The 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. September 30, December 31, (in thousands) Degree Program Segment deferred revenue $ 31,102 $ 3,462 Alternative Credential Segment deferred revenue 96,495 88,464 Total contract liabilities $ 127,597 $ 91,926 For the Degree Program Segment, during the three months ended September 30, 2022 and 2021 the Company recognized $0.1 million and no revenue related to its deferred revenue balances that existed at the end of each preceding year. Revenue recognized in this segment during the nine months ended September 30, 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, during the three months ended September 30, 2022 and 2021 the Company recognized $7.3 million and no revenue related to its deferred revenue balances that existed at the end of each preceding year. Revenue recognized in this segment during the nine months ended September 30, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $73.8 million and $71.9 million, respectively. Contract Acquisition Costs The 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 condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. For each of the nine months ended September 30, 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.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	9 Months Ended
	Sep. 30, 2022
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Supplemental Cash Flow InformationThe Company’s cash interest payments, net of amounts capitalized, were $35.2 million and $4.5 million for the nine months ended September 30, 2022 and 2021, respectively. The Company’s accrued but unpaid capital expenditures were $2.8 million and $4.3 million for the nine months ended September 30, 2022 and 2021, respectively.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the assets, liabilities, results of operations and cash flows of the Company have been prepared in accordance with: (i) generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information; (ii) the instructions to Form 10-Q; and (iii) the guidance of Rule 10-01 of Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for financial statements required to be filed with the Securities and Exchange Commission (the “SEC”). As permitted under such rules, certain notes and other financial information normally required by U.S. GAAP have been condensed or omitted. The Company believes the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for a fair statement of the Company’s financial position, results of operations, and cash flows as of and for the periods presented herein. The Company’s results of operations for the three and nine months ended September 30, 2022 and 2021 may not be indicative of the Company’s future results. These condensed consolidated financial statements are unaudited and should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet data as of December 31, 2021 was derived from the audited financial statements, but does not include all disclosures required by U.S. GAAP on an annual reporting basis.
Reclassifications	Reclassifications The Company has reclassified prior period amounts in the condensed consolidated statements of cash flows to conform to the current period’s presentation of other receivables. The Company reclassified $24.6 million from changes in prepaid
Use of Estimates	Use of Estimates The preparation of condensed 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 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 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, particularly in light of the COVID-19 pandemic, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.
Fair Value Measurements	Fair Value Measurements 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 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 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. 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 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 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 inputs when determining fair value. Refer to Note 4 for further discussion of assets measured at fair value on a 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 markets; • 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 • 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 information available in the circumstances.
Business Combinations	Business Combinations 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 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 condensed consolidated financial statements from the acquisition date.
Goodwill	Goodwill 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 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 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 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. The Company determines the fair value of a reporting unit by utilizing a weighted combination of the income-based and market-based approaches. The income-based approach requires the Company to make significant assumptions and estimates. These assumptions and estimates primarily include, but are not limited to, the selection of appropriate peer group companies, discount rates, terminal growth rates, and forecasts of revenue, operating income, depreciation and amortization expense, capital expenditures and future working capital requirements. 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 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. 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 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.
Other Indefinite-lived Intangible Assets	Other Indefinite-lived Intangible AssetsThe Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name.
Interim Impairment Assessment	Interim Impairment Assessments 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. 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 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 forecasts of revenue, 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 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 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 estimates and assumptions used to estimate fair value could materially affect the determination of fair value and the impairment test result. 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 intangible asset exceeded their respective estimated fair value. As a result, during the three months ended March 31, 2022, the Company 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 on the Company’s condensed 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. 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-lived intangible asset exceeded their respective estimated fair value. As a result, during the three months ended September 30, 2022, the Company 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 on the Company’s condensed 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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 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 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 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 beginning after December 15, 2021. 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 $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 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 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. 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 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 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. The Company will adopt this 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. In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance . This ASU requires entities to disclose information about certain government assistance they receive, including the nature of the transactions and the related accounting policy, the line items on the balance sheet and statement of operations that are affected and the amounts applicable to each financial statement line item, and significant terms and conditions of the transactions. The ASU is effective for fiscal years beginning after December 15, 2021 and the disclosure requirements are for annual periods only. The guidance under this ASU will be effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2022. The Company does not expect the adoption of this standard to have a 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 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 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 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.

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of estimated fair values of the assets acquired and liabilities assumed	The following table summarizes the preliminary 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 nine months ended September 30, 2022: Estimated Purchase Price (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 (17,000) Lease liability (2,512) Other liabilities (33,235) Intangible assets: Developed technology 3 15,400 University client relationships 10 104,000 Enterprise client relationships 10 14,300 Trade names indefinite 255,000 Goodwill 407,050 $ 768,009

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The following table presents the changes in the carrying amount of goodwill by reportable segment on the Company’s condensed consolidated balance sheets for the periods indicated. Balance as of December 31, 2021 Allocations Adjustments Impairment Charges Foreign Currency Translation Adjustments Balance as of September 30, 2022 (in thousands) Degree Program Segment Gross goodwill $ — $ 198,378 $ (5,519) $ — $ — $ 192,859 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,519) — — 192,859 Alternative Credential Segment Gross goodwill $ 481,366 $ 225,174 $ (10,983) $ — $ (6,460) $ 689,097 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (10,983) (78,991) (6,460) 539,727 Unallocated goodwill $ 423,552 $ (423,552) $ — $ — $ — $ — Total Gross goodwill $ 904,918 $ — $ (16,502) $ — $ (6,460) $ 881,956 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill $ 834,539 $ — $ (16,502) $ (78,991) $ (6,460) $ 732,586
Schedule of amortizable intangible assets	The following tables present the components of intangible assets, net on the Company’s condensed consolidated balance sheets as of each of the dates indicated. September 30, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 218,666 $ (125,222) $ 93,444 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 262,418 (163,907) 98,511 243,687 (125,599) 118,088 University client relationships 9-10 209,016 (49,595) 159,421 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,251) 13,049 14,300 (179) 14,121 Trade names and domain names 5-10 29,128 (19,845) 9,283 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 733,528 $ (359,820) $ 373,708 $ 696,594 $ (286,071) $ 410,523 September 30, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net (in thousands) Indefinite-lived intangible assets Trade 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 three months ended March 31, 2022, the Company recorded a $30.0 million impairment charge related to its indefinite-lived intangible asset. During the three months ended September 30, 2022, the Company recorded a $29.3 million impairment charge related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.
Schedule of estimated future amortization expense for amortizable intangible assets	The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of September 30, 2022. Future Amortization Expense (in thousands) Remainder of 2022 $ 25,345 2023 83,559 2024 63,330 2025 42,680 2026 29,048 Thereafter 79,520 Total $ 323,482

Other Balance Sheet Details (Ta

Other Balance Sheet Details (Tables)	9 Months Ended
	Sep. 30, 2022
Payables and Accruals [Abstract]
Schedule of accrued expenses	The following table presents the components of accounts payable and accrued expenses on the Company’s condensed consolidated balance sheets as of each of the dates indicated. September 30, 2022 December 31, 2021 (in thousands) Accrued university and instructional staff compensation $ 27,420 $ 36,806 Accrued marketing expenses 21,649 26,469 Accrued transaction and integration expenses 718 4,072 Accrued compensation and related benefits 26,409 49,143 Accounts payable and other accrued expenses 57,189 48,233 Total accounts payable and accrued expenses $ 133,385 $ 164,723

Restructuring Charges (Tables)

Restructuring Charges (Tables)	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Schedule of restructuring charges by reportable segment	The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated. Three Months Ended Nine Months Ended Degree Program Segment Alternative Credential Segment Degree Program Segment Alternative Credential Segment 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ — $ 8,772 $ 6,431 Lease and lease-related charges* 8,972 298 8,972 298 Professional and other fees relating to restructuring activities 961 20 1,515 20 Other** — 1,008 — 1,008 9,933 1,326 19,259 7,757 Other restructuring charges*** 362 11 1,977 179 Total restructuring charges $ 10,295 $ 1,337 $ 21,236 $ 7,936 * For the three and nine months ended September 30, 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 $0.8 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.
Schedule of adjustments to the accrued restructuring liability	The 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, 2021 Additional Costs Cash Payments Balance as of September 30, 2022 (in thousands) 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ 14,542 $ (3,885) $ 10,657 Professional and other fees relating to restructuring activities — 1,820 — 1,820 Lease and lease-related charges — 212 — 212 Other severance and severance-related costs 1,735 728 (1,601) 862 Total restructuring $ 1,735 $ 17,302 $ (5,486) $ 13,551

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of lease cost	The following table presents the components of lease expense on the Company’s condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Operating lease expense $ 5,099 $ 4,897 $ 16,471 $ 13,524 Short-term lease expense 139 66 407 120 Variable lease expense 1,811 1,713 5,180 4,742 Sublease income (427) (155) (883) (265) Total lease expense $ 6,622 $ 6,521 $ 21,175 $ 18,121
Schedule of maturities of operating lease liabilities	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 $3.5 million in aggregate. September 30, 2022 (in thousands) Remainder of 2022 $ 5,769 2023 24,388 2024 24,349 2025 20,577 2026 21,136 Thereafter 72,212 Total lease payments 168,431 Less: imputed interest (52,924) Total lease liability $ 115,507

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of long-term debt	The following table presents the components of outstanding long-term debt on the Company’s condensed consolidated balance sheets as of each of the dates indicated. September 30, 2022 December 31, 2021 (in thousands) Term loan facilities $ 568,060 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,950 4,423 Less: unamortized debt discount and issuance costs (19,768) (107,777) Total debt 935,742 852,520 Less: current portion of long-term debt (7,545) (7,204) Total long-term debt $ 928,197 $ 845,316 The net carrying amount of the Notes consists of the following as of each of the dates indicated: September 30, 2022 December 31, 2021 (in thousands) Principal $ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (5,419) (5,104) Net carrying amount $ 374,581 $ 291,287
Schedule of maturities of long-term debt	Future principal payments under the Amended Term Loan Facility, the Notes, and the government grants, as of the date indicated are as follows: September 30, 2022 (in thousands) Remainder of 2022 $ 1,438 2023 5,753 2024 560,869 2025 380,000 2026 — Thereafter* 3,500 Total future principal payments $ 951,560 * 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.

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of shares of common stock reserved for future issuance	As of September 30, 2022, there were 77,845,436 shares of common stock outstanding, and the Company had reserved a total of 29,411,807 of its authorized shares of common stock for future issuance as follows: Shares Reserved for Future Issuance Outstanding restricted stock units 4,594,782 Outstanding performance restricted stock units 2,248,104 Outstanding stock options 5,428,679 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 29,411,807
Schedule of stock-based compensation expense included in the consolidated statements of operations and comprehensive loss	The 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 condensed consolidated statements of operations and comprehensive loss for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Curriculum and teaching $ 59 $ 18 $ 155 $ 51 Servicing and support 3,061 3,856 11,741 11,669 Technology and content development 1,288 3,334 7,785 9,703 Marketing and sales 1,013 1,811 4,861 4,984 General and administrative 10,546 16,003 38,198 48,338 Total stock-based compensation expense $ 15,967 $ 25,022 $ 62,740 $ 74,745
Schedule of restricted and performance restricted stock unit activity	The following table presents a summary of the Company’s RSU activity for the period indicated. Number of Weighted- Outstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 4,464,951 10.67 Vested (1,715,633) 25.77 Forfeited (767,599) 18.29 Outstanding balance as of September 30, 2022 4,594,782 $ 16.05 Number of Weighted- Outstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63 Vested (12,597) 40.78 Forfeited (942,223) 44.28 Outstanding balance as of September 30, 2022 2,248,104 $ 21.45
Schedule of assumptions used for estimating the fair value of the stock options granted	The following tables present a summary of (i) the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions and (ii) the Company’s PRSU activity for the period indicated. As of September 30, 2022 and December 31, 2021, there were 1.1 million and 1.0 million outstanding PRSUs for which the performance metrics had not been defined as of each respective date. Accordingly, such awards are not considered granted for accounting purposes as of September 30, 2022 and December 31, 2021, and have been excluded from the tables below. No PRSUs were granted during each of the three months ended September 30, 2022 and 2021. Nine Months Ended 2022 2021 Risk-free interest rate 0.39% – 1.88% 0.10% – 0.26% Expected term (years) 1.00 – 3.00 1.00 – 3.00 Expected volatility 49% – 97% 85% – 89% Dividend yield 0% 0% Weighted-average grant date fair value per share $18.67 $61.33 The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the period presented. No stock options were granted during the nine months ended September 30, 2021. Three Months Ended Nine Months Ended Risk-free interest rate 3.0% 1.9% - 3.0% Expected term (years) 5.78 5.63 - 5.78 Expected volatility 79% 75% - 79% Dividend yield 0% 0% Weighted-average grant date fair value per share $7.78 $7.02
Schedule of stock option activity	The following table presents a summary of the Company’s stock option activity for the period indicated. Number of Weighted-Average Weighted-Average Aggregate Outstanding balance as of December 31, 2021 3,477,439 $ 36.13 3.87 $ 16,246 Granted 3,149,620 10.78 7.50 Exercised (316,965) 3.42 0.10 Forfeited (585,842) 13.13 Expired (295,573) 43.25 Outstanding balance as of September 30, 2022 5,428,679 25.43 5.95 97 Exercisable as of September 30, 2022 3,174,670 $ 33.11 3.67 $ 97

Net Loss per Share (Tables)

Net Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of potential dilutive securities that would have been anti-dilutive due to 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. Three and Nine Months Ended 2022 2021 Stock options 5,428,679 3,538,522 Restricted stock units 4,594,782 2,681,579 Performance restricted stock units 2,248,104 1,558,149 Shares related to convertible senior notes 13,443,374 13,443,374 Total antidilutive securities 25,714,939 21,221,624
Schedule of calculation of basic and diluted net loss per share	The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator (in thousands): Net loss $ (121,676) $ (60,110) $ (310,308) $ (127,505) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,692,911 74,691,521 77,013,180 74,266,999 Net loss per share, basic and diluted $ (1.57) $ (0.80) $ (4.03) $ (1.72)

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	9 Months Ended
	Sep. 30, 2022
Segment Reporting [Abstract]
Schedule of revenue, segment profitability and segment profitability margin by segment	The following table presents financial information regarding each of the Company’s reportable segment’s results of operations for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (dollars in thousands) Revenue by segment* Degree Program Segment $ 137,242 $ 147,795 $ 434,499 $ 439,884 Alternative Credential Segment 94,996 84,581 292,532 262,174 Total revenue $ 232,238 $ 232,376 $ 727,031 $ 702,058 Segment profitability** Degree Program Segment $ 44,907 $ 32,925 $ 120,264 $ 86,786 Alternative Credential Segment (12,389) (18,185) (53,564) (41,186) Total segment profitability $ 32,518 $ 14,740 $ 66,700 $ 45,600 Segment profitability margin*** Degree Program Segment 32.7 % 22.3 % 27.7 % 19.7 % Alternative Credential Segment (13.0) (21.5) (18.3) (15.7) Total segment profitability margin 14.0 % 6.4 % 9.2 % 6.5 % * The Company has excluded immaterial amounts of intersegment revenues from each of the three and nine months ended September 30, 2022 and 2021. ** 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, deferred revenue fair value adjustments, 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.
Schedule of reconciliation of net loss to total segment profitability	The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) (in thousands) Net loss $ (121,676) $ (60,110) $ (310,308) $ (127,505) Adjustments: Stock-based compensation expense 15,967 25,022 62,740 74,745 Other (income) expense, net 1,845 425 4,242 (22,730) Net interest expense 15,644 16,471 42,942 31,826 Income tax benefit (59) (319) (474) (448) Depreciation and amortization expense 29,313 26,168 95,070 77,577 Impairment charges 79,509 — 138,291 — Loss on debt extinguishment — — — 1,101 Restructuring charges 11,632 5,395 29,172 7,214 Other* 343 1,688 5,025 3,820 Total adjustments 154,194 74,850 377,008 173,105 Total segment profitability $ 32,518 $ 14,740 $ 66,700 $ 45,600 * Includes (i) transaction and integration expense of $0.0 million and $0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $3.4 million and $2.6 million for the nine months ended September 30, 2022 and 2021, respectively, and (ii) stockholder activism and litigation-related (recoveries) expense of $0.3 million and $0.8 million for the three months ended September 30, 2022 and 2021, respectively, and $1.6 million and $1.2 million for the nine months ended September 30, 2022 and 2021, respectively.
Schedule of total assets by segment	The following table presents the Company’s total assets by segment as of each of the dates indicated. September 30, December 31, (in thousands) Total assets Degree Program Segment $ 518,292 $ 546,572 Alternative Credential Segment 1,391,264 1,562,434 Total assets $ 1,909,556 $ 2,109,006

Receivables and Contract Liab_2

Receivables and Contract Liabilities (Tables)	9 Months Ended
	Sep. 30, 2022
Receivables And Contract Liabilities Disclosure [Abstract]
Schedule of receivables	The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. September 30, December 31, (in thousands) Degree Program Segment accounts receivable $ 33,985 $ 31,762 Degree Program Segment unbilled revenue 32,127 4,440 Alternative Credential Segment accounts receivable 47,364 42,771 Total 113,476 78,973 Less: Provision for credit losses (16,312) (11,686) Trade accounts receivable, net $ 97,164 $ 67,287 September 30, December 31, (in thousands) Other receivables, amortized cost $ 54,379 $ 52,428 Less: Provision for credit losses (2,363) (1,421) Other receivables, net $ 52,016 $ 51,007 Other receivables, net, current $ 31,009 $ 29,439 Other receivables, net, non-current $ 21,007 $ 21,568
Schedule of accounts receivable, allowance for credit loss	The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 11,686 Current period provision 5,097 Foreign currency translation adjustments (70) Other (401) Balance as of September 30, 2022 $ 16,312
Schedule of other receivable, allowance for credit loss	The following table presents the change in provision for credit losses for other receivables on the Company’s condensed consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 1,421 Current period provision 1,031 Other (89) Balance as of September 30, 2022 $ 2,363
Schedule of other receivable credit quality indicators	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. September 30, 2022 Year of Origination 2022 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 14,559 $ 5,256 $ 11 $ 20 $ 115 $ 19,961 Mid 13,938 5,640 517 1,356 392 21,843 Low 5,399 3,774 1,142 1,930 330 12,575 Total $ 33,896 $ 14,670 $ 1,670 $ 3,306 $ 837 $ 54,379 December 31, 2021 Year of Origination 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 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
Schedule of contract liabilities by segment	The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. September 30, December 31, (in thousands) Degree Program Segment deferred revenue $ 31,102 $ 3,462 Alternative Credential Segment deferred revenue 96,495 88,464 Total contract liabilities $ 127,597 $ 91,926

Organization (Details)

Organization (Details) learner in Millions	9 Months Ended
	Sep. 30, 2022 segment university learner learningOpportunity
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of registered learners | learner	46
Number of universities the company serves | university	230
Number of learning opportunities offered | learningOpportunity	4,000
Number of reportable segments (in segments) | segment	2

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Jan. 01, 2022
Property and Equipment, Net
Increase (decrease) in other receivables				$ 2,867	$ 24,598	$ 24,600
Accrued restructuring liability	$ 13,551			13,551		1,735
Restructuring charges	11,632		$ 5,395	29,172	$ 7,214
Goodwill impairment charge	50,200	$ 28,800		78,991
Impairment of intangible assets, indefinite-lived (excluding goodwill)	29,300	$ 30,000
Reporting units, percentage of fair value in excess of carrying amount		10%
Long-term debt	935,742			935,742		852,520
Additional paid-in capital	(1,683,860)			(1,683,860)		(1,735,628)
Deferred tax liabilities, net	(359)			(359)		(1,726)
Accumulated deficit	$ (1,168,129)			$ (1,168,129)		$ (890,638)
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment
Property and Equipment, Net
Long-term debt							$ 81,700
Additional paid-in capital							114,600
Deferred tax liabilities, net							22,100
Accumulated deficit							$ 32,800

Business Combination - Narrativ

Business Combination - Narrative (Details) - edX - USD ($) $ in Thousands		9 Months Ended
	Nov. 16, 2021	Sep. 30, 2022
Business Acquisition [Line Items]
Membership Interests (as a percent)	100%
Net purchase price	$ 773,000
Escrow deposit	23,000
Working capital adjustment		$ 5,000
Preliminary purchase price	$ 768,009

Business Combination - Estimate

Business Combination - Estimated Fair Value (Details) - USD ($) $ in Thousands		9 Months Ended
	Nov. 16, 2021	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 732,586	$ 834,539
Enterprise client relationships
Business Acquisition [Line Items]
Estimated Useful Life (in years)		10 years
edX
Business Acquisition [Line Items]
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	(17,000)
Lease liability	(2,512)
Other liabilities	(33,235)
Goodwill	407,050
Total	768,009
edX | Trade names and domain names
Business Acquisition [Line Items]
Identifiable-lived intangible assets	255,000
edX | Capitalized technology
Business Acquisition [Line Items]
Amortizable intangible asset	$ 15,400
Estimated Useful Life (in years)	3 years
edX | University client relationships
Business Acquisition [Line Items]
Amortizable intangible asset	$ 104,000
Estimated Useful Life (in years)	10 years
edX | Enterprise client relationships
Business Acquisition [Line Items]
Amortizable intangible asset	$ 14,300
Estimated Useful Life (in years)	10 years

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2022
Goodwill [Roll Forward]
Goodwill, gross, beginning balance		$ 904,918	$ 904,918
Goodwill, accumulated impairment loss, beginning balance		(70,379)	(70,379)
Goodwill, beginning balance		834,539	834,539
Allocations			0
Adjustments			(16,502)
Impairment Charges	$ (50,200)	(28,800)	(78,991)
Foreign Currency Translation Adjustments			(6,460)
Goodwill, gross, ending balance	881,956		881,956
Goodwill, accumulated impairment loss, ending balance	(149,370)		(149,370)
Goodwill, ending balance	732,586		732,586
Unallocated goodwill
Goodwill [Roll Forward]
Goodwill, beginning balance		423,552	423,552
Allocations			(423,552)
Adjustments			0
Impairment Charges			0
Foreign Currency Translation Adjustments			0
Goodwill, ending balance	0		0
Degree Program Segment deferred revenue | Operating Segments
Goodwill [Roll Forward]
Goodwill, gross, beginning balance		0	0
Goodwill, accumulated impairment loss, beginning balance		0	0
Goodwill, beginning balance		0	0
Allocations			198,378
Adjustments			(5,519)
Impairment Charges			0
Foreign Currency Translation Adjustments			0
Goodwill, gross, ending balance	192,859		192,859
Goodwill, accumulated impairment loss, ending balance	0		0
Goodwill, ending balance	192,859		192,859
Alternative Credential Segment accounts receivable | Operating Segments
Goodwill [Roll Forward]
Goodwill, gross, beginning balance		481,366	481,366
Goodwill, accumulated impairment loss, beginning balance		(70,379)	(70,379)
Goodwill, beginning balance		$ 410,987	410,987
Allocations			225,174
Adjustments			(10,983)
Impairment Charges			(78,991)
Foreign Currency Translation Adjustments			(6,460)
Goodwill, gross, ending balance	689,097		689,097
Goodwill, accumulated impairment loss, ending balance	(149,370)		(149,370)
Goodwill, ending balance	$ 539,727		$ 539,727

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Narrative (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) reportingUnit	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reporting units | reportingUnit		4
Goodwill impairment charge	$ 50,200	$ 28,800		$ 78,991
Net carrying amount	373,708			373,708		$ 410,523
Amortization expense	26,600		$ 23,200	86,500	$ 68,000
In Process Capitalized Technology and Content Development
Finite-Lived Intangible Assets [Line Items]
Net carrying amount	$ 50,200			50,200		$ 46,300
edX
Finite-Lived Intangible Assets [Line Items]
Working capital adjustment				(5,000)
Acquired assets and assumed liabilities of edX				$ 11,500

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Amortizable Intangible Assets
Gross Carrying Amount	$ 733,528		$ 733,528	$ 696,594
Accumulated Amortization	(359,820)		(359,820)	(286,071)
Net Carrying Amount	373,708		373,708	410,523
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Indefinite-lived intangible assets	255,000		255,000	255,000
Accumulated Impairments*	(59,300)		(59,300)	0
Net Carrying Amount	195,700		195,700	255,000
Impairment of intangible assets, indefinite-lived (excluding goodwill)	29,300	$ 30,000
Trade names
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Indefinite-lived intangible assets	255,000		255,000	255,000
Accumulated Impairments*	(59,300)		(59,300)	0
Net Carrying Amount	195,700		195,700	255,000
Capitalized technology
Amortizable Intangible Assets
Gross Carrying Amount	218,666		218,666	199,766
Accumulated Amortization	(125,222)		(125,222)	(112,357)
Net Carrying Amount	93,444		$ 93,444	87,409
Capitalized technology | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			3 years
Capitalized technology | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			5 years
Capitalized content development
Amortizable Intangible Assets
Gross Carrying Amount	262,418		$ 262,418	243,687
Accumulated Amortization	(163,907)		(163,907)	(125,599)
Net Carrying Amount	98,511		$ 98,511	118,088
Capitalized content development | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			4 years
Capitalized content development | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			5 years
University client relationships
Amortizable Intangible Assets
Gross Carrying Amount	209,016		$ 209,016	211,680
Accumulated Amortization	(49,595)		(49,595)	(34,995)
Net Carrying Amount	159,421		$ 159,421	176,685
University client relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			9 years
University client relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			10 years
Enterprise client relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			10 years
Amortizable Intangible Assets
Gross Carrying Amount	14,300		$ 14,300	14,300
Accumulated Amortization	(1,251)		(1,251)	(179)
Net Carrying Amount	13,049		13,049	14,121
Trade names and domain names
Amortizable Intangible Assets
Gross Carrying Amount	29,128		29,128	27,161
Accumulated Amortization	(19,845)		(19,845)	(12,941)
Net Carrying Amount	$ 9,283		$ 9,283	$ 14,220
Trade names and domain names | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			5 years
Trade names and domain names | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			10 years

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Estimated Future Amortization Expense and License agreement (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Future amortization expense
Net Carrying Amount	$ 373,708	$ 410,523
Excluding in process capitalized technology and content development
Future amortization expense
Remainder of 2022	25,345
2023	83,559
2024	63,330
2025	42,680
2026	29,048
Thereafter	79,520
Net Carrying Amount	$ 323,482

Other Balance Sheet Details - N

Other Balance Sheet Details - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Prepaid assets	$ 24		$ 24		$ 23
Deferred expenses incurred to integrate software	8.9		8.9		7
Amortization of capitalized software implementation costs	1.2	$ 0.7	1.9	$ 1.8
Due to university client	18.6		18.6		$ 21.9
Employee retention tax credits	0.5		0.5
Accrued payroll taxes CARES Act	$ 5		$ 5
Minimum | Capitalized technology
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Estimated useful life of intangible assets (in years)			3 years
Maximum | Capitalized technology
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Estimated useful life of intangible assets (in years)			5 years

Other Balance Sheet Details - A

Other Balance Sheet Details - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued university and instructional staff compensation	$ 27,420	$ 36,806
Accrued marketing expenses	21,649	26,469
Accrued transaction and integration expenses	718	4,072
Accrued compensation and related benefits	26,409	49,143
Accounts payable and other accrued expenses	57,189	48,233
Total accounts payable and accrued expenses	$ 133,385	$ 164,723

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	Sep. 30, 2022	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Loss contingency accrual	$ 37
Additional investment In educational technology, contingent payment		$ 15

Restructuring Charges - Narrati

Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 11,632	$ 5,395	$ 29,172	$ 7,214
2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges	11,300		27,000
2022 Strategic Realignment Plan | Minimum
Restructuring Cost and Reserve [Line Items]
Additional restructuring charges	$ 35,000		$ 35,000
Estimated remaining costs (in years)	1 year		1 year
2022 Strategic Realignment Plan | Maximum
Restructuring Cost and Reserve [Line Items]
Additional restructuring charges	$ 40,000		$ 40,000
Estimated remaining costs (in years)	9 years		9 years

Restructuring Charges - Schedul

Restructuring Charges - Schedule of Restructuring Charges by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Accelerated Amortization Of ROU Assets And Accelerated Depreciation | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 8,500	$ 8,500
Rent Expense | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	800	800
Degree Program Segment deferred revenue
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	10,295	21,236
Degree Program Segment deferred revenue | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	9,933	19,259
Degree Program Segment deferred revenue | Severance and severance-related costs | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	8,772
Degree Program Segment deferred revenue | Lease and lease-related charges | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	8,972	8,972
Degree Program Segment deferred revenue | Professional and other fees relating to restructuring activities | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	961	1,515
Degree Program Segment deferred revenue | Other | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	0
Degree Program Segment deferred revenue | Other restructuring charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	362	1,977
Alternative Credential Segment accounts receivable
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	1,337	7,936
Alternative Credential Segment accounts receivable | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	1,326	7,757
Alternative Credential Segment accounts receivable | Severance and severance-related costs | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	6,431
Alternative Credential Segment accounts receivable | Lease and lease-related charges | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	298	298
Alternative Credential Segment accounts receivable | Professional and other fees relating to restructuring activities | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	20	20
Alternative Credential Segment accounts receivable | Other | 2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	1,008	1,008
Alternative Credential Segment accounts receivable | Other restructuring charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 11	$ 179

Restructuring Charges - Sched_2

Restructuring Charges - Schedule of Adjustments to the Accrued Restructuring Liability (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2021	$ 1,735
Additional Costs	17,302
Cash Payments	(5,486)
Balance as of September 30, 2022	13,551
Other severance and severance-related costs
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2021	1,735
Additional Costs	728
Cash Payments	(1,601)
Balance as of September 30, 2022	862
2022 Strategic Realignment Plan | Severance and severance-related costs
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2021	0
Additional Costs	14,542
Cash Payments	(3,885)
Balance as of September 30, 2022	10,657
2022 Strategic Realignment Plan | Professional and other fees relating to restructuring activities
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2021	0
Additional Costs	1,820
Cash Payments	0
Balance as of September 30, 2022	1,820
2022 Strategic Realignment Plan | Lease and lease-related charges
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2021	0
Additional Costs	212
Cash Payments	0
Balance as of September 30, 2022	$ 212

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Renewal term (in years)		5 years
Option to terminate, term (in years)		1 year
Loss on sublease	$ 4.8
Weighted average remaining lease term (in years)		7 years 1 month 6 days
Weighted average discount rate (as a percent)		10.70%
Operating lease payments		$ 18.8	$ 16.5
Lease liabilities arising from obtaining right-of-use assets		15.5	$ 28.7
Future sublease income expected to be earned		$ 3.5
Sublease Of Office Space
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)		1 year 1 month 6 days
Sublease Of Office Space, Denver, Colorado
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)		2 years 2 months 12 days
Minimum
Lessee, Lease, Description [Line Items]
Contract term (in years)		1 year
Maximum
Lessee, Lease, Description [Line Items]
Contract term (in years)		12 years

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease expense	$ 5,099	$ 4,897	$ 16,471	$ 13,524
Short-term lease expense	139	66	407	120
Variable lease expense	1,811	1,713	5,180	4,742
Sublease income	(427)	(155)	(883)	(265)
Total lease expense	$ 6,622	$ 6,521	$ 21,175	$ 18,121

Leases - Maturities of Operatin

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 5,769
2023	24,388
2024	24,349
2025	20,577
2026	21,136
Thereafter	72,212
Total lease payments	168,431
Less: imputed interest	(52,924)
Total lease liability	$ 115,507

Debt - Long-Term Debt (Details)

Debt - Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less: unamortized debt discount and issuance costs	$ (19,768)	$ (107,777)
Total debt	935,742	852,520
Less: current portion of long-term debt	(7,545)	(7,204)
Total long-term debt	928,197	845,316
Term loan facilities
Debt Instrument [Line Items]
Net carrying amount	568,060	572,374
Convertible senior notes
Debt Instrument [Line Items]
Net carrying amount	380,000	380,000
Deferred government grant obligations
Debt Instrument [Line Items]
Net carrying amount	3,500	3,500
Other borrowings
Debt Instrument [Line Items]
Net carrying amount	$ 3,950	$ 4,423

Debt - Narrative (Details)

Debt - Narrative (Details)				1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 25, 2020 USD ($)	Apr. 30, 2020 USD ($) $ / shares	Apr. 23, 2020	Apr. 30, 2020 USD ($) day $ / shares	Sep. 30, 2022 USD ($) agreement	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) agreement	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Nov. 04, 2021 USD ($)	Jun. 29, 2021 USD ($)
Debt Instrument [Line Items]
Loss on debt extinguishment					$ 0	$ 0	$ 0	$ (1,101,000)
Proceeds from debt							530,000	469,595,000
Standby Letters of Credit
Debt Instrument [Line Items]
Borrowing capacity terminated					$ 14,200,000		$ 14,200,000
Prince Georges County Maryland
Debt Instrument [Line Items]
Interest rate (as a percent)					3%		3%
Number of contracts (in contracts) | agreement					2		2
Convertible senior notes
Debt Instrument [Line Items]
Net carrying amount					$ 380,000,000		$ 380,000,000		$ 380,000,000
Deferred government grant obligations
Debt Instrument [Line Items]
Net carrying amount					3,500,000		3,500,000		3,500,000
Interest payable					600,000		600,000		500,000
Deferred government grant obligations | Prince Georges County Maryland
Debt Instrument [Line Items]
Net carrying amount					$ 3,500,000		$ 3,500,000
Term Loan Agreement | Line of Credit
Debt Instrument [Line Items]
Aggregate principal amount										$ 100,000,000	$ 475,000,000
Principal repayments (as a percent)										0.25%	0.25%
Debt instrument, effective interest rate (as a percent)					9%		9%
Interest expense					$ 13,200,000		$ 35,400,000
Term Loan Agreement | Line of Credit | Base rate
Debt Instrument [Line Items]
Interest rate (as a percent)											4.75%
Term Loan Agreement | Line of Credit | Eurodollar
Debt Instrument [Line Items]
Interest rate (as a percent)											5.75%
Credit Agreement | Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity terminated	$ 50,000,000
Debt instrument, principal amount of the lenders' commitments	100,000,000
Loss on debt extinguishment	$ 1,100,000
Credit Agreement | Letter of Credit | Base rate
Debt Instrument [Line Items]
Variable rate, applicable margin (as a percent)	2.75%
Credit Agreement | Letter of Credit | LIBOR
Debt Instrument [Line Items]
Variable rate, applicable margin (as a percent)	3.75%
Credit Agreement | Letter of Credit | LIBOR | Minimum
Debt Instrument [Line Items]
Variable rate, applicable margin (as a percent)	0%
The Notes | Convertible senior notes
Debt Instrument [Line Items]
Interest rate (as a percent)		2.25%		2.25%	2.25%		2.25%
Aggregate principal amount		$ 380,000,000		$ 380,000,000	$ 380,000,000		$ 380,000,000		380,000,000
Proceeds from debt				$ 369,600,000
Debt instrument, effective interest rate (as a percent)					2.90%		2.90%
Debt issuance costs					$ 2,700,000	$ 7,800,000	$ 8,000,000	$ 23,000,000
Debt instrument, convertible, threshold percentage of stock price trigger (as a percent)				130%
Debt instrument, convertible, threshold trading days | day				20
Debt instrument, convertible, threshold consecutive trading days (in days) | day				30
Debt instrument, convertible, threshold consecutive trading days, sale price per share (in days) | day				5
Debt instrument, convertible, measurement period (in days) | day				10
Debt instrument, threshold percentage of sales price per share (as a percent)				98%
Debt instrument, convertible, conversion ratio			0.0353773
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares		$ 28.27		$ 28.27
Capped call, cap price (in dollars per share) | $ / shares		$ 44.34
Purchases of capped calls in connection with convertible senior notes		$ 50,500,000
Net carrying amount					374,581,000		374,581,000		291,287,000
Senior Secured Term Loan Facility | Line of Credit
Debt Instrument [Line Items]
Senior secured term loan facility				$ 250,000,000
Fair Value, Inputs, Level 2 | Convertible senior notes
Debt Instrument [Line Items]
Fair value					$ 283,500,000		$ 283,500,000		$ 403,300,000

Debt - Net Carrying Amount (Det

Debt - Net Carrying Amount (Details) - Convertible senior notes - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Apr. 30, 2020
Debt Instrument [Line Items]
Net carrying amount	$ 380,000,000	$ 380,000,000
The Notes
Debt Instrument [Line Items]
Principal	380,000,000	380,000,000	$ 380,000,000
Unamortized debt discount for conversion option	0	(83,609,000)
Unamortized issuance costs	(5,419,000)	(5,104,000)
Net carrying amount	$ 374,581,000	$ 291,287,000

Debt - Future Principal Payment

Debt - Future Principal Payments (Details) - Term Loan Facility, Convertible Notes And Government Grants $ in Thousands	Sep. 30, 2022 USD ($)
Debt Instrument [Line Items]
Remainder of 2022	$ 1,438
2023	5,753
2024	560,869
2025	380,000
2026	0
Thereafter	3,500
Net carrying amount	$ 951,560

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
U.S. statutory federal income tax rate (as a percent)	1%	1%	1%	1%
Income tax benefit	$ 59	$ 319	$ 474	$ 448

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock and Stock-based Compensation (Details) $ in Millions	Aug. 06, 2020 USD ($) shares	Sep. 30, 2022 plan shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares	Jan. 01, 2022 shares	Dec. 31, 2021 shares	Sep. 30, 2021 shares	Jun. 30, 2021 shares	Mar. 31, 2021 shares	Jan. 01, 2021 shares	Dec. 31, 2020 shares
Stockholders' Equity
Authorized shares of capital stock (in shares)		205,000,000
Authorized shares of common stock (in shares)		200,000,000				200,000,000
Authorized shares of preferred stock (in shares)		5,000,000				5,000,000
Common stock, issued (in shares)		77,845,436				75,754,663
Common stock, outstanding (in shares)		77,845,436				75,754,663
Available shares of common stock reserved for future issuance (in shares)		29,411,807
Net proceeds | $	$ 299.8
Number of stock-based compensation plans | plan		2
Outstanding restricted stock units
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		4,594,782
Outstanding performance restricted stock units
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		2,248,104
Outstanding stock options
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		5,428,679
Reserved for convertible senior notes
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		17,140,242
Employee Stock
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		379,670
Equity Incentive Plan 2014
Stockholders' Equity
Increase in shares in available for future issuance					3,782,719					3,619,344
Common Stock
Stockholders' Equity
Common stock, outstanding (in shares)		77,845,436	77,219,835	76,616,534		75,754,663	74,749,601	74,507,853	74,038,208		72,451,521
Sale of common stock (in shares)	6,800,000

Stockholders' Equity - Stock-ba

Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	$ 15,967	$ 25,022	$ 62,740	$ 74,745
Curriculum and teaching
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	59	18	155	51
Servicing and support
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	3,061	3,856	11,741	11,669
Technology and content development
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	1,288	3,334	7,785	9,703
Marketing and sales
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	1,013	1,811	4,861	4,984
General and administrative
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	$ 10,546	$ 16,003	$ 38,198	$ 48,338

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted and Performance Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to unvested RSUs	$ 49.4		$ 49.4
Weighted average period for recognition of compensation cost (in years)			1 year 9 months 18 days
Number of awards outstanding (in shares)	4,594,782		4,594,782		2,613,063
Restricted Stock Units [Roll Forward]
Outstanding balance at the beginning of the period (in shares)			2,613,063
Granted (in shares)			4,464,951
Vested (in shares)			(1,715,633)
Forfeited (in shares)			(767,599)
Outstanding balance at the end of the period (in shares)	4,594,782		4,594,782		2,613,063
Grant Date Fair Value [Roll Forward]
Outstanding at the beginning of the period (in dollars per share)			$ 32.29
Granted (in dollars per share)			10.67
Vested (in dollars per share)			25.77
Forfeited (in dollars per share)			18.29
Outstanding at the end of the period (in dollars per share)	$ 16.05		$ 16.05		$ 32.29
Restricted stock units | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			3 years
Restricted stock units | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			4 years
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost related to unvested RSUs	$ 15.8		$ 15.8
Weighted average period for recognition of compensation cost (in years)			1 year 3 months 18 days
Number of awards outstanding (in shares)	2,248,104		2,248,104		1,121,277
Restricted Stock Units [Roll Forward]
Outstanding balance at the beginning of the period (in shares)			1,121,277
Granted (in shares)			2,081,647
Vested (in shares)			(12,597)
Forfeited (in shares)			(942,223)
Outstanding balance at the end of the period (in shares)	2,248,104		2,248,104		1,121,277
Grant Date Fair Value [Roll Forward]
Outstanding at the beginning of the period (in dollars per share)			$ 48.62
Granted (in dollars per share)			16.63
Vested (in dollars per share)			40.78
Forfeited (in dollars per share)			44.28
Outstanding at the end of the period (in dollars per share)	$ 21.45		$ 21.45		$ 48.62
Performance Restricted Stock Units, 2020 Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage (as a percent)			0%
Performance Restricted Stock Units, 2021 Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage (as a percent)					112.70%
Performance Restricted Stock Units, Performance Metrics Not Yet Defined
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards outstanding (in shares)	1,100,000		1,100,000		1,000,000
Restricted Stock Units [Roll Forward]
Outstanding balance at the beginning of the period (in shares)			1,000,000
Granted (in shares)	0	0	0	0
Outstanding balance at the end of the period (in shares)	1,100,000		1,100,000		1,000,000

Stockholders' Equity - Fair Val

Stockholders' Equity - Fair Value Assumptions (Details) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Performance restricted stock units
Fair value assumptions and methodology
Risk-free interest rate minimum		0.39%	0.10%
Risk-free interest rate maximum		1.88%	0.26%
Expected volatility minimum		49%	85%
Expected volatility maximum		97%	89%
Dividend yield		0%	0%
Weighted average grant date fair value (in dollars per share)	$ 18.67	$ 18.67	$ 61.33
Performance restricted stock units | Minimum
Fair value assumptions and methodology
Expected term (years)		1 year	1 year
Performance restricted stock units | Maximum
Fair value assumptions and methodology
Expected term (years)		3 years	3 years
Stock options
Fair value assumptions and methodology
Risk-free interest rate minimum		1.90%
Risk-free interest rate maximum	3%	3%
Expected term (years)	5 years 9 months 10 days
Expected volatility minimum		75%
Expected volatility maximum	79%	79%
Dividend yield	0%	0%
Weighted average grant date fair value (in dollars per share)	$ 7.78	$ 7.02
Stock options | Minimum
Fair value assumptions and methodology
Expected term (years)		5 years 7 months 17 days
Stock options | Maximum
Fair value assumptions and methodology
Expected term (years)		5 years 9 months 10 days

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Number of Options
Outstanding balance at the beginning of the period (in shares)	3,477,439
Granted (in shares)	3,149,620	0
Exercised (in shares)	(316,965)
Forfeited (in shares)	(585,842)
Expired (in shares)	(295,573)
Outstanding balance at the end of the period (in shares)	5,428,679		3,477,439
Exercisable at the end of the period (in shares)	3,174,670
Weighted-Average Exercise Price per Share
Outstanding balance at the beginning of the period (in dollars per share)	$ 36.13
Granted (in dollars per share)	10.78
Exercised (in dollars per share)	3.42
Forfeited (in dollars per share)	13.13
Expired (in dollars per share)	43.25
Outstanding balance at the end of the period (in dollars per share)	25.43		$ 36.13
Exercisable at the end of the period (in dollars per share)	$ 33.11
Weighted-Average Remaining Contractual Term (in years)
Outstanding balance (in years)	5 years 11 months 12 days		3 years 10 months 13 days
Granted (in years)	7 years 6 months
Exercised (in years)	1 month 6 days
Weighted-average remaining contractual term of options exercisable at the end of the period (in years)	3 years 8 months 1 day
Aggregate Intrinsic Value (in thousands)
Outstanding balance at the end of the period	$ 97		$ 16,246
Exercisable at the end of the period	$ 97

Stockholders' Equity - Stock _2

Stockholders' Equity - Stock Option Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Stock-Based Compensation
Granted (in shares)	3,149,620	0
Stock options
Stock-Based Compensation
Expiration period (in years)	10 years
Intrinsic value of options exercisable at the end of the period	$ 3.2	$ 6.3
Compensation cost related to the nonvested awards not yet recognized	$ 17.5
Weighted average period for recognition of compensation cost (in years)	2 years 2 months 12 days
Stock options | Minimum
Stock-Based Compensation
Vesting period (in years)	3 years
Stock options | Maximum
Stock-Based Compensation
Vesting period (in years)	4 years

Net Loss per Share (Details)

Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Potential dilutive securities that would have been anti-dilutive
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares)	25,714,939	21,221,624	25,714,939	21,221,624
Numerator:
Net loss	$ (121,676)	$ (60,110)	$ (310,308)	$ (127,505)
Denominator:
Weighted-average shares of common stock outstanding, basic (in shares)	77,692,911	74,691,521	77,013,180	74,266,999
Weighted-average shares of common stock outstanding, diluted (in shares)	77,692,911	74,691,521	77,013,180	74,266,999
Net loss per share, basic (in dollars per share)	$ (1.57)	$ (0.80)	$ (4.03)	$ (1.72)
Net loss per share, diluted (in dollars per share)	$ (1.57)	$ (0.80)	$ (4.03)	$ (1.72)
Stock options
Potential dilutive securities that would have been anti-dilutive
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares)	5,428,679	3,538,522	5,428,679	3,538,522
Restricted stock units
Potential dilutive securities that would have been anti-dilutive
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares)	4,594,782	2,681,579	4,594,782	2,681,579
Performance restricted stock units
Potential dilutive securities that would have been anti-dilutive
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares)	2,248,104	1,558,149	2,248,104	1,558,149
Shares related to convertible senior notes
Potential dilutive securities that would have been anti-dilutive
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares)	13,443,374	13,443,374	13,443,374	13,443,374

Segment and Geographic Inform_3

Segment and Geographic Information - Narrative (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments (in segments) | segment	2
Accounts receivable, net	$ 97,164	$ 67,287
University client 1 | Accounts receivable, net | Credit concentration risk | Degree Program Segment deferred revenue
Segment Reporting Information [Line Items]
Accounts receivable, net		$ 9,800
Percentage of concentration of credit risk		14%
University client 2 | Accounts receivable, net | Credit concentration risk | Degree Program Segment deferred revenue
Segment Reporting Information [Line Items]
Accounts receivable, net		$ 8,800
Percentage of concentration of credit risk		13%

Segment and Geographic Inform_4

Segment and Geographic Information - Segment Results of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting Information [Line Items]
Total revenue	$ 232,238	$ 232,376	$ 727,031	$ 702,058
Total segment profitability	$ 32,518	$ 14,740	$ 66,700	$ 45,600
Total segment profitability margin	14%	6.40%	9.20%	6.50%
Degree Program Segment deferred revenue
Segment Reporting Information [Line Items]
Total revenue	$ 137,242	$ 147,795	$ 434,499	$ 439,884
Total segment profitability	$ 44,907	$ 32,925	$ 120,264	$ 86,786
Total segment profitability margin	32.70%	22.30%	27.70%	19.70%
Alternative Credential Segment accounts receivable
Segment Reporting Information [Line Items]
Total revenue	$ 94,996	$ 84,581	$ 292,532	$ 262,174
Total segment profitability	$ (12,389)	$ (18,185)	$ (53,564)	$ (41,186)
Total segment profitability margin	(13.00%)	(21.50%)	(18.30%)	(15.70%)

Segment and Geographic Inform_5

Segment and Geographic Information - Reconciliation of Net Loss to Total Segment Profitability (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting [Abstract]
Net loss	$ (121,676)	$ (62,852)	$ (125,780)	$ (60,110)	$ (21,831)	$ (45,564)	$ (310,308)	$ (127,505)
Adjustments:
Stock-based compensation expense	15,967			25,022			62,740	74,745
Other (income) expense, net	1,845			425			4,242	(22,730)
Net interest expense	15,644			16,471			42,942	31,826
Income tax benefit	(59)			(319)			(474)	(448)
Depreciation and amortization expense	29,313			26,168			95,070	77,577
Impairment charges	79,509			0			138,291	0
Loss on debt extinguishment	0			0			0	(1,101)
Restructuring charges	11,632			5,395			29,172	7,214
Other	343			1,688			5,025	3,820
Total adjustments	154,194			74,850			377,008	173,105
Total segment profitability	32,518			14,740			66,700	45,600
Transaction and integration costs	0			800			3,400	2,600
Stockholder activism costs	$ 300			$ 800			$ 1,600	$ 1,200

Segment and Geographic Inform_6

Segment and Geographic Information - Total Assets by Segment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 1,909,556	$ 2,109,006
Degree Program Segment deferred revenue
Segment Reporting Information [Line Items]
Total assets	518,292	546,572
Alternative Credential Segment accounts receivable
Segment Reporting Information [Line Items]
Total assets	$ 1,391,264	$ 1,562,434

Segment and Geographic Inform_7

Segment and Geographic Information - Geographical Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Geographical Information
Total revenue	$ 232,238	$ 232,376	$ 727,031	$ 702,058
Assets	1,909,556		1,909,556		$ 2,109,006
Alternative Credential Segment accounts receivable
Geographical Information
Total revenue	94,996	84,581	292,532	262,174
Assets	1,391,264		1,391,264		1,562,434
Non-US
Geographical Information
Total revenue	24,500	$ 24,700
Non-US | Alternative Credential Segment accounts receivable
Geographical Information
Total revenue			79,800	$ 74,100
Assets	$ 3,100		$ 3,100		$ 3,300

Receivables and Contract Liab_3

Receivables and Contract Liabilities - Trade Accounts Receivable and Contract Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Accounts receivable, before allowance for credit loss, current	$ 113,476	$ 78,973
Less: Provision for credit losses	(16,312)	(11,686)
Trade accounts receivable, net	97,164	67,287
Degree Program Segment
Segment Reporting Information [Line Items]
Accounts receivable, before allowance for credit loss, current	33,985	31,762
Degree Program Segment unbilled revenue	32,127	4,440
Alternative Credential Segment accounts receivable
Segment Reporting Information [Line Items]
Accounts receivable, before allowance for credit loss, current	$ 47,364	$ 42,771

Receivables and Contract Liab_4

Receivables and Contract Liabilities - Change in Provision for Credit Losses for Trade Receivables (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of December 31, 2021	$ 11,686
Current period provision	5,097
Foreign currency translation adjustments	(70)
Other	(401)
Balance as of September 30, 2022	$ 16,312

Receivables and Contract Liab_5

Receivables and Contract Liabilities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Percentage of other receivables that are current (as a percent)	87%		87%
Degree Program Segment deferred revenue
Segment Reporting Information [Line Items]
Contract with customer, liability, revenue recognized	$ 0.1	$ 0	$ 1.5	$ 1.7
Capitalized contract cost	0.5		0.5		$ 0.5
Alternative Credential Segment accounts receivable
Segment Reporting Information [Line Items]
Contract with customer, liability, revenue recognized	$ 7.3	$ 0	$ 73.8	$ 71.9
Minimum
Segment Reporting Information [Line Items]
Term of other receivables			12 months
Maximum
Segment Reporting Information [Line Items]
Term of other receivables			42 months

Receivables and Contract Liab_6

Receivables and Contract Liabilities - Other Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Receivables And Contract Liabilities Disclosure [Abstract]
Other receivables, amortized cost	$ 54,379	$ 52,428
Less: Provision for credit losses	(2,363)	(1,421)
Other receivables, net	52,016	51,007
Other receivables, net, current	31,009	29,439
Other receivables, net, non-current	$ 21,007	$ 21,568

Receivables and Contract Liab_7

Receivables and Contract Liabilities - Change in Provision for Credit Losses for Other Receivables (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Other Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of December 31, 2021	$ 1,421
Current period provision	1,031
Other	(89)
Balance as of September 30, 2022	$ 2,363

Receivables and Contract Liab_8

Receivables and Contract Liabilities - Other Receivables Credit Quality Indicators (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Financing Receivable, Credit Quality Indicator [Line Items]
Origination year	$ 33,896	$ 40,953
Origination year, one year before current fiscal year	14,670	7,429
Origination year, two years before current fiscal year	1,670	3,209
Origination year, three years before current fiscal year	3,306	837
Origination year, four years before current fiscal year	837
Total	54,379	52,428
High
Financing Receivable, Credit Quality Indicator [Line Items]
Origination year	14,559	18,466
Origination year, one year before current fiscal year	5,256	1,635
Origination year, two years before current fiscal year	11	24
Origination year, three years before current fiscal year	20	115
Origination year, four years before current fiscal year	115
Total	19,961	20,240
Mid
Financing Receivable, Credit Quality Indicator [Line Items]
Origination year	13,938	14,352
Origination year, one year before current fiscal year	5,640	2,992
Origination year, two years before current fiscal year	517	1,312
Origination year, three years before current fiscal year	1,356	392
Origination year, four years before current fiscal year	392
Total	21,843	19,048
Low
Financing Receivable, Credit Quality Indicator [Line Items]
Origination year	5,399	8,135
Origination year, one year before current fiscal year	3,774	2,802
Origination year, two years before current fiscal year	1,142	1,873
Origination year, three years before current fiscal year	1,930	330
Origination year, four years before current fiscal year	330
Total	$ 12,575	$ 13,140

Receivables and Contract Liab_9

Receivables and Contract Liabilities - Contract Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total contract liabilities	$ 127,597	$ 91,926
Degree Program Segment deferred revenue
Segment Reporting Information [Line Items]
Total contract liabilities	31,102	3,462
Alternative Credential Segment deferred revenue
Segment Reporting Information [Line Items]
Total contract liabilities	$ 96,495	$ 88,464

Supplemental Cash Flow Inform_2

Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Supplemental Cash Flow Elements [Abstract]
Cash interest payments	$ 35.2	$ 4.5
Unpaid capital expenditures	$ 2.8	$ 4.3