2U (TWOUQ) 10-K 21 Feb 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 15, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 610,939,598
Entity Common Stock, Shares Outstanding (in shares)		79,274,086
Documents Incorporated by Reference	Portions of the Company’s definitive proxy statement, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, for its 2023 Annual Meeting of Stockholders, or an amendment on Form 10-K/A are incorporated by reference in Part III of this Form 10-K.
Entity Central Index Key	0001459417
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Auditor Name	KPMG, LLP
Auditor Location	McLean, VA

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor Location	McLean, VA
Auditor Firm ID	185

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 167,518	$ 232,932
Restricted cash	15,060	16,977
Accounts receivable, net	62,826	67,287
Other receivables, net	33,813	29,439
Prepaid expenses and other assets	43,090	47,217
Total current assets	322,307	393,852
Other receivables, net, non-current	14,788	21,568
Property and equipment, net	45,855	48,650
Right-of-use assets	72,361	76,841
Goodwill	734,620	834,539
Intangible assets, net	549,755	665,523
Other assets, non-current	71,173	68,033
Total assets	1,810,859	2,109,006
Current liabilities
Accounts payable and accrued expenses	110,020	164,723
Deferred revenue	90,161	91,926
Lease liability	13,909	13,985
Accrued restructuring liability	6,692	1,735
Other current liabilities	58,210	61,138
Total current liabilities	278,992	333,507
Long-term debt	928,564	845,316
Deferred tax liabilities, net	282	1,726
Lease liability, non-current	99,709	98,666
Other liabilities, non-current	1,796	636
Total liabilities	1,309,343	1,279,851
Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued	0	0
Common stock, $0.001 par value, 200,000,000 shares authorized, 78,334,666 shares issued and outstanding as of December 31, 2022; 75,754,663 shares issued and outstanding as of December 31, 2021	78	76
Additional paid-in capital	1,700,855	1,735,628
Accumulated deficit	(1,179,972)	(890,638)
Accumulated other comprehensive loss	(19,445)	(15,911)
Total stockholders’ equity	501,516	829,155
Total liabilities and stockholders’ equity	$ 1,810,859	$ 2,109,006

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	78,334,666	75,754,663
Common stock, shares outstanding (in shares)	78,334,666	75,754,663

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 963,080	$ 945,682	$ 774,533
Costs and expenses
Curriculum and teaching	129,886	130,817	107,968
Servicing and support	147,797	138,548	125,851
Technology and content development	190,472	179,061	155,949
Marketing and sales	422,147	456,096	390,148
General and administrative	159,418	200,054	166,741
Restructuring charges	33,239	8,544	6,811
Impairment charges	138,291	0	0
Total costs and expenses	1,221,250	1,113,120	953,468
Loss from operations	(258,170)	(167,438)	(178,935)
Interest income	1,165	1,475	1,354
Interest expense	(62,234)	(51,222)	(27,317)
Loss on debt extinguishment	0	(1,101)	(11,671)
Other income (expense), net	(3,815)	22,324	(1,429)
Loss before income taxes	(323,054)	(195,962)	(217,998)
Income tax benefit	903	1,196	1,514
Net loss	$ (322,151)	$ (194,766)	$ (216,484)
Net income (loss) per share, basic (in dollars per share)	$ (4.17)	$ (2.61)	$ (3.22)
Net loss per share, diluted (in dollars per share)	$ (4.17)	$ (2.61)	$ (3.22)
Weighted-average shares of common stock outstanding, basic (in shares)	77,327,850	74,580,115	67,142,976
Weighted-average shares used in computing net loss per share, diluted (in shares)	77,327,850	74,580,115	67,142,976
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of $0 for all periods presented	$ (3,534)	$ (6,127)	$ (2,980)
Comprehensive loss	$ (325,685)	$ (200,893)	$ (219,464)

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other comprehensive loss
Foreign currency translation adjustments, tax	$ 0	$ 0	$ 0

Consolidated Statement of Chang

Consolidated Statement 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
Balance (in shares) at Dec. 31, 2019			63,569,109
Balance at Dec. 31, 2019	$ 711,250		$ 63	$ 1,197,379		$ (479,388)		$ (6,804)
Increase (Decrease) in Stockholders' Equity
Issuance of common stock in connection with a public offering of common stock, net of offering costs (in shares)			6,800,000
Issuance of common stock in connection with a public offering of common stock, net of offering costs	299,796		$ 7	299,789
Equity component of convertible senior notes, net of issuance costs	114,551			114,551
Purchases of capped calls in connection with convertible senior notes	(50,540)			(50,540)
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			1,582,362
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(4,782)		$ 2	(4,784)
Exercise of stock options, net (in shares)			353,480
Exercise of stock options	4,177			4,177
Issuance of common stock in connection with employee stock purchase plan (in shares)			146,570
Issuance of common stock in connection with employee stock purchase plan	3,960			3,960
Stock-based compensation expense	82,042			82,042
Net loss	(216,484)					(216,484)
Foreign currency translation adjustment	(2,980)							(2,980)
Balance (in shares) at Dec. 31, 2020			72,451,521
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)			2,839,887
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	(18,780)		$ 4	(18,784)
Exercise of stock options, net (in shares)			312,570
Exercise of stock options	6,489			6,489
Issuance of common stock in connection with employee stock purchase plan (in shares)			150,685
Issuance of common stock in connection with employee stock purchase plan	3,583		$ 3,600	3,583
Stock-based compensation expense	97,766			97,766
Net loss	(194,766)					(194,766)
Foreign currency translation adjustment	$ (6,127)							(6,127)
Balance (in shares) at Dec. 31, 2021	75,754,663		75,754,663
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
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings (in shares)			2,118,999
Issuance of common stock in connection with settlement of restricted stock units, net of withholdings	$ (2,850)		$ 2	(2,852)
Exercise of stock options, net (in shares)	324,965		324,965
Exercise of stock options	$ 1,128			1,128
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		$ 1,300	1,282
Stock-based compensation expense	80,220			80,220
Net loss	(322,151)					(322,151)
Foreign currency translation adjustment	$ (3,534)							(3,534)
Balance (in shares) at Dec. 31, 2022	78,334,666		78,334,666
Balance at Dec. 31, 2022	$ 501,516		$ 78	$ 1,700,855		$ (1,179,972)		$ (19,445)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (322,151)	$ (194,766)	$ (216,484)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Non-cash interest expense	19,835	25,403	16,267
Depreciation and amortization expense	128,153	108,448	96,469
Stock-based compensation expense	80,220	97,766	82,042
Non-cash lease expense	21,020	18,933	15,153
Restructuring	9,555	5,014	283
Provision for credit losses	8,610	8,036	4,642
Impairment charges	138,291	0	0
Loss on debt extinguishment	0	1,101	11,671
Gain on sale of investment	0	(27,762)	0
Other	5,443	2,515	1,443
Changes in operating assets and liabilities, net of assets and liabilities acquired:
Accounts receivable, net	(3,041)	(31,756)	(17,877)
Other receivables	(517)	(27,001)	(21,148)
Prepaid expenses and other assets	4,833	(7,636)	(5,513)
Accounts payable and accrued expenses	(42,735)	21,212	41,959
Deferred revenue	5,326	9,388	26,061
Other liabilities, net	(41,915)	(26,969)	(5,364)
Net cash provided by (used in) operating activities	10,927	(18,074)	29,604
Cash flows from investing activities
Purchase of a business, net of cash acquired	5,010	(761,118)	(949)
Additions of amortizable intangible assets	(62,445)	(60,546)	(62,784)
Purchases of property and equipment	(11,755)	(9,788)	(6,517)
Purchase of investments	0	(1,000)	0
Proceeds from investments	0	38,818	0
Advances made to university clients	(310)	0	0
Advances repaid by university clients	200	200	925
Other	(50)	0	0
Net cash used in investing activities	(69,350)	(793,434)	(69,325)
Cash flows from financing activities
Proceeds from issuance of common stock, net of offering costs	0	0	299,796
Proceeds from debt	696	569,477	371,681
Payments on debt	(7,181)	(4,334)	(837)
Extinguishment of long-term facility	0	0	(250,000)
Purchases of capped calls in connection with issuance of convertible senior notes	0	0	(50,540)
Prepayment premium on extinguishment of senior secured term loan facility	0	0	(2,528)
Payment of debt issuance costs	0	(11,575)	(3,419)
Tax withholding payments associated with settlement of restricted stock units	(2,850)	(18,780)	(4,784)
Proceeds from exercise of stock options	1,128	6,489	4,177
Proceeds from employee stock purchase plan share purchases	1,282	3,583	3,960
Net cash (used in) provided by financing activities	(6,925)	544,860	367,506
Effect of exchange rate changes on cash	(1,983)	(2,309)	1,212
Net (decrease) increase in cash, cash equivalents and restricted cash	(67,331)	(268,957)	328,997
Cash, cash equivalents and restricted cash, beginning of period	249,909	518,866	189,869
Cash, cash equivalents and restricted cash, end of period	$ 182,578	$ 249,909	$ 518,866

Organization

Organization	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization 2U, Inc. (together with its subsidiaries, the “Company”) is a leading online education platform company. The Company’s mission expand access to, high-quality education and unlock human potential. As a trusted partner to top-ranked nonprofit universities and other leading organizations, the Company delivers technology and services that enable its clients to bring their educational offerings online at scale. Through edX, its education consumer marketplace with 48 million registered learners, the Company hosts a comprehensive range of education offerings, from free courses to degree programs. The Company serves more than 230 top-ranked global universities and other leading organizations and, together, it offers more than 4,000 high-quality online learning opportunities, including open courses, executive education offerings, boot camps, micro-credentials, professional certificates as well as undergraduate and graduate degree programs. The Company’s offerings cover a wide range of topics including technology, business, healthcare, science, education, social work, and sustainability. Many of the offerings are stackable, providing learners with an affordable pathway to achieve both short-term and long-term professional and educational goals. The Company’s platform provides its clients with the digital infrastructure to launch world-class online education offerings and allow students to easily access high-quality, job-relevant education without the barriers of 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	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the assets, liabilities, results of operations and cash flows of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications The Company has reclassified prior period amounts to conform to the current period’s presentation of restructuring charges. On the consolidated balance sheet, the Company reclassified $1.7 million from accounts payable and accrued liabilities to accrued restructuring liability. On the consolidated statement of operations, the Company reclassified $8.5 million and $6.8 million from general and administrative expense to restructuring charges for the years ended December 31, 2021, and 2020, respectively. On the consolidated statement of cash flows, the Company reclassified $0.2 million and $0.3 million from changes in prepaid expenses and other assets to restructuring for the years ended December 31, 2021, and 2020, respectively. This reclassification had no impact on previously reported operating cash flows for either period. Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported herein. The Company bases its estimates and assumptions on 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, 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. Revenue Recognition, Receivables and Provision for Credit Losses The Company generates substantially all of its revenue from contractual arrangements, with either its university clients or students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support its offerings. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. The Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts the Company’s university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other specified charges the Company has agreed to exclude in certain university contracts. The Company’s contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for the Company’s expected obligation to refund tuition and fees to university clients. The Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to enroll in, and progress through, the Company’s executive education programs and boot camps. The Company’s executive education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks. In this segment, the Company’s contracts with students include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. The Company recognizes the proceeds received, net of any applicable pricing concessions, from the students enrolled and shares contractually specified amounts received from students with the associated university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching expenses on the Company’s consolidated statements of operations and comprehensive loss. The Company’s contracts with university clients in this segment are typically shorter and less restrictive than the Company’s contracts with university clients in the Degree Program Segment. The Company does not disclose the value of unsatisfied performance obligations for the Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. The Company does not disclose the value of unsatisfied performance obligations for the Alternative Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. Contract Acquisition Costs The Company pays commissions to certain of its employees to obtain contracts with university clients in the Degree Program Segment. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line method over the expected life, which is generally the length of the contract. With respect to contract acquisition costs in the Alternative Credential Segment, the Company has elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 to expense these costs as incurred, as the terms of contracts with students in this segment are less than one year. 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 at either the execution of a contract or at the extension of a contract in exchange for various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. Receivables, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net, and deferred revenue on the Company’s consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. The Company’s trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. The Company’s methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. The Company’s estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. The Company recognizes unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in the Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. The Company’s unbilled revenue represents contract assets. Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the Company’s consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on the Company’s consolidated balance sheets. The Company’s deferred revenue 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. Marketing and Sales Costs The Company’s marketing and sales costs relate to activities to attract students to offerings across both of the Company’s segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as well as personnel and personnel-related expense for the Company’s marketing and recruiting teams. For the years ended December 31, 2022, 2021 and 2020, expense related to the Company’s marketing and advertising efforts of its own brand were not material. All such costs are expensed as incurred and reported in marketing and sales expense on the Company’s consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company provides stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. The Company measures all stock-based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance-based vesting conditions are based on the fair value of the Company’s stock on the date of grant. The Company uses a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions and uses a Black-Scholes option pricing model to measure the fair value of stock option grants. The Company also maintains the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimates the fair value of each purchase right thereunder as of the grant date using a Black-Scholes option pricing model. For awards subject only to service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method over the requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense being recognized irrespective of the achievement of the market condition. The Company accounts for forfeitures as they occur. For shares subject to the ESPP, the Company uses the straight-line method to record stock-based compensation expense over the respective offering period. Refer to Note 13 for further information about the Company’s stock-based compensation awards. Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that are included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of the assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company considers all positive and negative evidence relating to the realization of the deferred tax assets in assessing the need for a valuation allowance. The Company currently maintains a full valuation allowance against deferred tax assets in the U.S. and certain entities in the foreign jurisdictions. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur if the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations and comprehensive loss. Cash and Cash Equivalents Cash and cash equivalents consist of bank checking accounts, money market accounts, investments in certificates of deposit that have an original maturity of three months or less and highly liquid marketable securities with maturities at the time of purchase of three months or less. Restricted Cash 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. 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 Notes 4 and 5 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 December 31, 2022 and 2021. Refer to Note 10 for more information regarding the Company’s convertible senior notes. Long-Lived Assets Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Expenditures for major additions, construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over the estimated useful lives of the related assets, which range from three five four Amortizable Intangible Assets Acquired Definite-lived Intangible Assets. The Company capitalizes purchased intangible assets, such as software, websites and domains, and amortizes them on a straight-line basis over their estimated useful life. Historically, the Company has assessed the useful lives of these acquired intangible assets to be between three Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third-party costs, and internal payroll and payroll-related costs used in the creation of internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating the Company’s and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which the Company expects to benefit from the use of that software. Once the software is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three Capitalized Content Development. The Company develops content for each offering on a course-by-course basis in collaboration with university client faculty and industry experts. Depending upon the offering, the Company may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. The Company is responsible for the creation of materials suitable for delivery through the Company’s online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of the Company’s single performance obligation and is considered a contract fulfillment cost. The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and other services associated with creating digital content. Additionally, the Company capitalizes internal payroll and payroll-related expenses incurred to create and produce videos and other digital content utilized in the university clients’ offerings for delivery via the Company’s online learning platform. Capitalization ends when content has been fully developed by both the Company and the university client, at which time amortization of the capitalized content development begins. The capitalized costs for each offering are recorded on a course-by-course basis and included in intangible assets, net on the Company’s consolidated balance sheets. These costs are amortized using the straight-line method over the estimated useful life of the respective course, which is generally four Evaluation of Long-Lived Assets The Company reviews long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the asset or asset group. The Company’s impairment analysis is based upon cumulative results and forecasted performance. Non-Cash Long-Lived Asset Additions The Company had non-cash capital asset additions of $1.2 million and $1.8 million in property and equipment, during the years ended December 31, 2022 and 2021, respectively. 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 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, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical 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. 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 discount rates, terminal growth rates, and forecasts of revenue and margins based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the 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 first quarter of 2022, the Company recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense 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 third quarter of 2022, the Company recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more. Other than the reporting units impaired in the third quarter of 2022, based on the qualitative assessment performed as of October 1, 2022, the date of the annual goodwill impairment assessment, the Company had no reporting units whose estimated fair value exceeded their carrying value by less than 10%. Based upon the Company’s qualitative assessments performed as of October 1 in 2020 and 2021, the Company believes that the estimated fair values of the reporting units exceeded their carrying values by no less than 10%. It is possible that future changes in the Company’s circumstances or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the Company’s reporting units, could require the Company to record additional impairment charges in the future. Other Indefinite-lived Intangible Assets The Company’s indefinite-lived intangible asset was acquired in November 2021 and represents the established edX trade name. Equity Interests As of December 31, 2020, the Company had a $10.0 million investment in an education technology company recorded within other assets, non-current on the consolidated balance sheets. This investment did not have a readily determinable fair value, and was accounted for as a cost method investment, which was subject to fair value remeasurement upon the occurrence of an observable event. During the second quarter of 2021, the Company sold its investment in this education technology company and recorded a gain on sale of $27.8 million. Refer to Note 7 for further information. Employee Benefits The Company offers a variety of benefits to its employees (e.g., health care, gym memberships and tuition reimbursement). The Company accounts for costs related to providing employee benefits as incurred, unless there is a service requirement, in which case, such costs are recognized over the service commitment period. Convertible Senior Notes In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private offering. Refer to Note 10 for more information regarding the 2025 Notes. During the first quarter of 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 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. As of December 31, 2022, $8.4 million remained in escrow. During the year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, reducing the final purchase price to $768.0 million. The transaction was accounted for under the acquisition method of accounting and revenue and operating expense have been included in the Company’s consolidated statement of operations since the date of acquisition. The Company recorded $14.8 million and $0.3 million of acquisition costs in general and administrative expense related to this acquisition during the years ended December 31, 2021 and 2020, respectively. Under the acquisition method of accounting, the total preliminary purchase price was allocated to edX’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of November 16, 2021. The following table summarizes the final purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the year ended December 31, 2022. 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 (16,408) Lease liability (2,512) Other liabilities (32,981) 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 406,204 $ 768,009 Of the total purchase price, the Company allocated $255.0 million and $133.7 million to indefinite-lived intangibles and definite-lived intangibles, respectively. The estimated values of the definite-lived intangibles is being amortized on a straight-line basis over the estimated useful lives. The methodologies utilized to determine the estimated fair values of the acquired intangible assets are Level 3 measurements. The acquired indefinite-lived intangible asset represents the established edX trade name that the Company expects to be the primary brand for the Company’s marketplace, educational offerings and services. Acquired client relationships represent agreements with existing clients as of the acquisition date. The fair values of the trade name and the client relationships were determined using the discounted cash flow method. Under this method, the Company’s significant assumptions and estimates included expected future cash flows and the weighted-average cost of capital. The acquired developed technology represents technology that had reached technological feasibility and for which development had been completed as of the date of the edX Acquisition. The Company utilized the relief-from-royalty valuation method to value the acquired technology. Under this method, the Company’s significant assumptions and estimates included an estimated market royalty rate, remaining useful life, future revenue, and a rate of return utilized in the determination of a discounted present value. The goodwill balance is primarily attributed to the assembled workforce, expanded market opportunities and operating synergies anticipated upon the integration of the operations of the Company and edX. The goodwill is expected to be deductible for tax purposes. Refer to Note 5 for details. The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the years ended December 31, 2021 and 2020, as if the acquisition of edX had occurred on January 1, 2020. Year Ended 2021 2020 (in thousands) Pro forma revenue $ 985,016 $ 818,700 Pro forma net loss $ (273,889) $ (323,277) Pro forma net loss per share, basic and diluted $ (3.67) $ (4.81)

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Property and Equipment, Net The following table presents the components of property and equipment, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, December 31, (in thousands) Computer hardware $ 8,392 $ 9,454 Furniture and office equipment 9,453 16,739 Leasehold improvements 67,188 57,972 Leasehold improvements in process 4,631 5,667 Total 89,664 89,832 Accumulated depreciation and amortization (43,809) (41,182) Property and equipment, net $ 45,855 $ 48,650 Depreciation expense of property and equipment was $11.3 million, $12.5 million and $13.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets The following tables present the changes in the carrying amount of goodwill by reportable segment on the Company’s consolidated balance sheets for the periods indicated. Balance as of December 31, 2020 Additions* Foreign Currency Translation Adjustments Balance as of December 31, 2021 (in thousands) Alternative Credential Segment Gross goodwill $ 486,209 $ — $ (4,843) $ 481,366 Accumulated impairments (70,379) — — (70,379) Net goodwill 415,830 — (4,843) 410,987 Unallocated goodwill $ — $ 423,552 $ — $ 423,552 Total Gross goodwill $ 486,209 $ 423,552 $ (4,843) $ 904,918 Accumulated impairments (70,379) — — (70,379) Net goodwill $ 415,830 $ 423,552 $ (4,843) $ 834,539 * See Note 3 for a discussion of the edX Acquisition. Balance as of December 31, 2021 Allocations Adjustments Impairment Charges Foreign Currency Translation Adjustments Balance as of December 31, 2022 (in thousands) Degree Program Segment Gross goodwill $ — $ 198,378 $ (5,919) $ — $ — $ 192,459 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,919) — — 192,459 Alternative Credential Segment Gross goodwill $ 481,366 $ 225,174 $ (11,429) $ — $ (3,580) $ 691,531 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (11,429) (78,991) (3,580) 542,161 Unallocated goodwill $ 423,552 $ (423,552) $ — $ — $ — $ — Total Gross goodwill $ 904,918 $ — $ (17,348) $ — $ (3,580) $ 883,990 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill $ 834,539 $ — $ (17,348) $ (78,991) $ (3,580) $ 734,620 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 year ended December 31, 2022, the Company recorded working capital adjustments of $5.0 million, adjustments to the preliminary valuation of acquired assets and assumed liabilities of edX of $12.3 million, and goodwill impairment charges of $79.0 million. Refer to Note 2 for further information about the goodwill impairment charges. The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships 9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names 5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 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 first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges. The amounts presented in the table above include $53.9 million and $46.3 million of in process capitalized technology and content development as of December 31, 2022 and December 31, 2021, respectively. The Company recorded amortization expense related to amortizable intangible assets of $116.9 million, $95.9 million and $83.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table presents the estimated future amortization expense of the Company’s amortizable intangible assets placed in service as of December 31, 2022. Future Amortization Expense (in thousands) 2023 $ 80,472 2024 64,893 2025 44,296 2026 30,516 2027 22,247 Thereafter 57,782 Total $ 300,206

Other Balance Sheet Details

Other Balance Sheet Details	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other Balance Sheet Details	Other Balance Sheet Details Prepaid expenses and other assets As of December 31, 2022 and 2021, the Company had balances of $20.5 million and $23.0 million, respectively, of prepaid assets within prepaid expenses and other assets on the consolidated balance sheets. Other Assets, Non-current As of December 31, 2022 and 2021, the Company had balances of $9.3 million and $7.0 million, respectively, of deferred expenses incurred to integrate the software associated with its cloud computing arrangements, within other assets, non-current on the consolidated balance sheets. Such expenses are subject to amortization over the remaining contractual term of the associated cloud computing arrangement, with a useful life of between three Accounts Payable and Accrued Expenses The following table presents the components of accounts payable and accrued expenses on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 (in thousands) Accrued university and instructional staff compensation $ 30,807 $ 36,806 Accrued marketing expenses 15,988 26,469 Accrued transaction and integration expenses 464 4,072 Accrued compensation and related benefits 16,213 49,143 Accounts payable and other accrued expenses 46,548 48,233 Total accounts payable and accrued expenses $ 110,020 $ 164,723 Other Current Liabilities As of December 31, 2022 and 2021, the Company had balances of $14.7 million and $21.9 million, respectively, within other current liabilities on the consolidated balance sheets, which represent proceeds received from students enrolled in certain of the Company’s alternative credential offerings that are payable to an associated university client. In response to COVID-19, various government programs have been announced to provide financial relief for affected businesses. Under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted in the United States on March 27, 2020, the Company is allowed to defer payment of the employer’s share of Social Security taxes incurred from March 27, 2020 through December 31, 2020. In addition, the CARES Act provides eligible employers with an employee retention tax credit for employees whose services were impacted by COVID-19. As of December 31, 2021, the amount of payroll taxes subject to deferred payment, net of employee retention tax credits of $0.5 million, was approximately $5.0 million and is recorded within other current liabilities on the consolidated balance sheets. These payroll taxes were paid in the fourth quarter of 2022.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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. The parties agreed to settle the Securities Class Action for, among other things, a payment to the settlement class in the amount of $37.0 million (the “Settlement Amount”). The Court approved the settlement and entered final judgment on December 9, 2022. The Company’s insurance carriers paid the Settlement Amount to the settlement class following the Court’s approval in mid-December 2022. 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 concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. 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 concludes on March 24, 2023. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. 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, the Company’s CEO, Catherine A. Graham, the Company’s former CFO, James Kenigsberg, the Company’s former CTO, and the Company’s board of directors in the United States District Court for the District of Delaware, 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 the Company’s business prospects and financial projections. On January 26, 2023, the court entered a joint stipulation staying the case until March 24, 2023 to allow the parties to continue to discuss settlement. Due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. Favell, et al. v. University of Southern California and 2U, Inc. Consumer Class Action On December 20, 2022, Plaintiffs Iola Favell, Sue Zarnowski and Mariah Cummings filed a putative class action in the Superior Court of the State of California, County of Los Angeles, against the University of Southern California (“USC”) and 2U, Inc. (“2U”) on behalf of “[a]ll students who were enrolled in an online graduate degree program at USC Rossier, from April 1, 2009 through April 27, 2022.” Compl. ¶ 135. Plaintiffs purport to allege violations of California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17500, California’s Unfair Competition Law, Cal. Bus. & Prof. Code § 17200, Violations of Civil Code § 1770 (CLRA), and a Quasi-Contract Claim for Restitution for unjust enrichment related to the use of the USC Rossier school’s rankings in certain marketing materials. The claims seek declaratory relief, actual damages, incidental damages, consequential damages, compensatory damages, punitive damages, and attorneys’ fees and costs. On January 5, 2023, 2U was served with the Complaint. On February 3, 2023, 2U removed the case to the United States District Court for the Central District of California. 2U’s deadline to respond to the complaint is March 8, 2023. The Company believes that the claims are without merit and intends to vigorously defend against these claims. However, due to the complex nature of the legal and factual issues involved, the outcome of this matter is not presently determinable. 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. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. The following table presents the estimated future minimum payments due to university clients as of December 31, 2022. Future Minimum Payments (in thousands) 2023 $ 1,125 2024 625 2025 625 2026 625 2027 625 Thereafter 1,275 Total future minimum payments to university clients $ 4,900 Contingent Payments

Restructuring Charges

Restructuring Charges	12 Months Ended
	Dec. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring Charges	Restructuring Charges 2022 Strategic Realignment Plan During the second quarter of 2022, the Company accelerated its planned transition to a platform company (the “2022 Strategic Realignment Plan”). The plan was designed to reorient the Company around a single platform allowing it to pursue a portfolio-based marketing strategy that drives traffic to the edX marketplace. As part of the plan, the Company simplified its executive structure, reduced employee headcount, rationalized its real estate footprint and implemented steps to optimize marketing spend. During the third quarter of 2022, the Company completed the planned headcount reductions and consolidated its in-person operations to its offices in Lanham, Maryland and Cape Town, South Africa. The Company anticipates that it will incur aggregate restructuring charges associated with the 2022 Strategic Realignment Plan of approximately $35 million to $40 million. The Company recorded $30.7 million in restructuring charges related to the 2022 Strategic Realignment Plan for the year ended December 31, 2022. The majority of the estimated remaining restructuring charges relate to leased facilities and will be recognized as expense over the remaining lease terms, ranging from 1 to 9 years. The following table presents restructuring charges by reportable segment on the Company’s condensed consolidated statements of operations for the periods indicated. Year Ended Year Ended Degree Program Segment Alternative Credential Segment Degree Program Segment Alternative Credential Segment 2022 Strategic Realignment Plan Severance and severance-related costs $ 8,993 $ 6,431 $ — $ — Lease and lease-related charges* 11,215 1,061 — — Professional and other fees relating to restructuring activities 2,013 — — — Other** 7 1,008 — — 22,228 8,500 — — Other restructuring charges*** 2,300 211 7,736 808 Total restructuring charges $ 24,528 $ 8,711 $ 7,736 $ 808 * For the year ended December 31, 2022, includes $8.5 million of accelerated amortization of right-of-use assets and accelerated depreciation of leasehold improvements related to updates to the estimated useful lives of certain leased facilities and $3.7 million in rent expense associated with these facilities, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, and other variable lease costs. The liabilities associated with these leases continue to be presented within lease liability and lease liability, non-current on the Company’s condensed consolidated balance sheets. ** Includes the acceleration of certain technology and content development costs. *** Includes severance and severance-related costs and lease-related charges. 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, 2020 Additional Costs Cash Payments Balance as of December 31, 2021 Additional Costs Cash Payments Balance as of December 31, 2022 (in thousands) 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ — $ — $ — $ 14,762 $ (9,537) $ 5,225 Professional and other fees relating to restructuring activities — — — — 1,777 (854) 923 Lease and lease-related charges — — — — 3,351 (3,268) 83 Other severance and severance-related costs 2,714 1,965 (2,944) 1,735 728 (2,002) 461 Total restructuring $ 2,714 $ 1,965 $ (2,944) $ 1,735 $ 20,618 $ (15,661) $ 6,692

Leases

Leases	12 Months Ended
	Dec. 31, 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 December 31, 2022, the subleases were classified as operating leases and each had a remaining term of 0.8 years, with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the term of the subleases as a reduction to expense incurred by the Company under the associated head lease. In August 2021, the Company entered into an agreement with an unrelated party to sublease a portion of the Company’s office space in Denver, Colorado, as part of its overall real estate management strategy. As of December 31, 2022, this sublease was classified as an operating lease and had a remaining term of 1.9 years with scheduled annual rent increases and no option to extend or renew the sublease term. Sublease income is recognized on a straight-line basis over the sublease term as a reduction to expense incurred by the Company under the associated master lease. In connection with the execution of this agreement, the Company recognized a non-cash loss on sublease of $4.8 million in the third quarter of 2021. The following table presents the components of lease expense on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended 2022 2021 (in thousands) Operating lease expense $ 20,943 $ 18,933 Short-term lease expense 470 185 Variable lease expense 6,877 6,279 Sublease income (1,310) (489) Total lease expense $ 26,980 $ 24,908 As of December 31, 2022, for the Company’s operating leases, the weighted-average remaining lease term was 6.9 years and the weighted-average discount rate was 10.7%. For the years ended December 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $24.5 million and $21.7 million, respectively. For the years ended December 31, 2022 and 2021, lease liabilities arising from obtaining right-of-use assets were $15.5 million and $28.0 million, respectively. The following table presents the maturities of the Company’s operating lease liabilities as of the date indicated, and excludes the impact of future sublease income totaling $3.1 million in aggregate. December 31, 2022 (in thousands) 2023 $ 24,541 2024 24,512 2025 20,750 2026 21,321 2027 21,916 Thereafter 51,931 Total lease payments 164,971 Less: imputed interest (51,353) Total lease liability $ 113,618

Debt

Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt The following table presents the components of outstanding long-term debt on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 (in thousands) Term loan facilities $ 566,622 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,688 4,423 Less: unamortized debt discount and issuance costs (17,666) (107,777) Total debt 936,144 852,520 Less: current portion of long-term debt (7,580) (7,204) Total long-term debt $ 928,564 $ 845,316 The Company believes the carrying value of its long-term debt approximates the fair value of the debt as the terms and interest rates approximate the market rates, other than the 2.25% convertible senior notes due 2025 (the “2025 Notes”), which had an estimated fair value of $241.6 million and $403.3 million as of December 31, 2022 and 2021, respectively. Each of the Company’s long-term debt instruments were classified as Level 2 within the fair value hierarchy. The Company’s cash interest payments, net of amounts capitalized, were $43.8 million, $25.5 million and $10.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Term Loan Credit and Guaranty 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 “2021 Term Loan Facilities”). The 2021 Term Loan Facilities have an initial maturity date of December 28, 2024 (the “Maturity Date”). Commencing on the Funding Date, loans under the 2021 Term Loan Facilities will bear interest at a per annum rate equal to a base rate or adjusted Eurodollar rate, as applicable, plus the applicable margin of 4.75% in the case of the base rate loans and 5.75% in the case of the Eurodollar loans. The Term Loan Agreement requires the Company to make quarterly principal repayments equal to 0.25% of the $475 million aggregate principal amount, beginning September 2021. If the loans under the 2021 Term Loan Facilities are prepaid prior to the second anniversary, subject to certain customary exceptions, the Company shall pay the Applicable Premium (as defined in the Term Loan Agreement) on the amount of the loans so prepaid. On November 4, 2021, the Company entered into a First Amendment to Term Loan Credit and Guaranty Agreement and a Joinder Agreement (the “First Amended Term Loan Agreement”), which amended the Term Loan Agreement (collectively, the “First Amended Term Loan Facility”) primarily to provide for an incremental facility to the Company in an original principal amount of $100 million (together with the 2021 Term Loan Facilities, the “Amended Term Loan Facilities”). The Company is required to make quarterly principal repayments equal to 0.25% of this original principal amount beginning in December 2021. The proceeds of the First Amended Term Loan Agreement may be used for general corporate purposes. The associated effective interest rate of the Amended Term Loan Facilities for the years ended December 31, 2022 and 2021 was approximately 9.10% and 7.56%, respectively, and the associated interest expense was approximately $51.2 million and $19.5 million, respectively. The obligations under the Amended Term Loan Facilities are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). The obligations under the Amended Term Loan Facilities are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Amended Term Loan Facilities contain customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Amended Term Loan Facilities contain customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Amended Term Loan Facilities contain a financial covenant that requires the Company to maintain minimum Recurring Revenues (as defined in the First Amended Term Loan Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the Maturity Date. The Amended Term Loan Facilities also provide for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Amended Term Loan Facilities); failure of any material provision of the Amended Term Loan Facilities or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Amended Term Loan Facilities. If an event of default under the Amended Term Loan Facilities occurs and is continuing, then, at the request (or with the consent) of the lenders holding a majority of the commitments and loans under the Amended Term Loan Facilities, upon notice by the administrative agent to the borrowers, the obligations under the Amended Term Loan Facilities shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Amended Term Loan Facilities will automatically become immediately due and payable. Credit 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 2025 Notes In April 2020, the Company issued the 2025 Notes in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended. The net proceeds from the offering of the 2025 Notes were approximately $369.6 million after deducting the initial purchasers’ discounts, commissions and offering expenses payable by the Company. The 2025 Notes are governed by an indenture (the “2025 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2025 Notes bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. The 2025 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior unsecured indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2025 Notes, effectively subordinated to the Company’s senior secured indebtedness (including indebtedness under the Amended Term Loan Facilities), to the extent of the value of the collateral securing that indebtedness, and structurally 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 2025 Notes consists of the following as of each of the dates indicated: December 31, 2022 December 31, 2021 (in thousands) Principal $ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (4,898) (5,104) Net carrying amount $ 375,102 $ 291,287 Issuance costs are being amortized to interest expense over the contractual term of the 2025 Notes. Subsequent to the adoption of ASU 2020-06 in the first quarter of 2022, the effective interest rate used to amortize the issuance costs was 2.8%. The interest expense related to the 2025 Notes for the years ended December 31, 2022 and 2021 was $10.6 million and $30.9 million, respectively. Holders may convert their 2025 Notes at their option in the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock, exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the 2025 Indenture; • if the Company calls such 2025 Notes for redemption; and • at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate for the 2025 Notes is 35.3773 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $28.27 per share of the Company’s common stock, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2025 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. In the event of the Company calling the 2025 Notes for redemption or the holders of the 2025 Notes electing to convert their 2025 Notes, the Company will determine whether to settle in cash, common stock or a combination thereof. Upon the occurrence of a “make-whole fundamental change” (as defined in the 2025 Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time. As of December 31, 2022, the if-converted value of the 2025 Notes did not exceed the principal amount. In addition, upon the occurrence of a “fundamental change” (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any. The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 5, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a “make-whole fundamental change” with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if such Note is converted after it is called for redemption. No sinking fund is provided for the 2025 Notes. As of December 31, 2022, the conditions allowing holders of the 2025 Notes to convert had not been met and the Company has the right under the 2025 Indenture to determine the method of settlement at the time of conversion. Therefore, the 2025 Notes are classified as non-current on the consolidated balance sheets. In connection with the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain counterparties. The Capped Call Transactions are generally expected to reduce potential dilution to the Company’s common stock upon any conversion of 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially $44.34 per share. The cost of the Capped Call Transactions was approximately $50.5 million. In April 2020, the Company used a portion of the proceeds from the sale of the 2025 Notes to repay in full all amounts outstanding, and discharge all obligations in respect of, the $250 million senior secured term loan facility. The Company intends to use the remaining net proceeds from the sale of the 2025 Notes for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions. Deferred Government Grant Obligations Government grants awarded to the Company in the form of forgivable loans are recorded within long-term debt on the Company’s consolidated balance sheets until all contingencies are resolved and the grants are determined to be realized. The Company has a total of two outstanding conditional loan agreements with Prince George’s County, Maryland and the State of Maryland for an aggregate amount of $3.5 million, each bearing an interest rate of 3% per annum. These agreements are conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. In July 2020, the Company amended its conditional loan agreement with Prince George’s County to modify the terms of the employment level thresholds. The conditional loan with Prince George’s County has a maturity date of June 22, 2027. In January 2021, the Company amended its conditional loan agreement with the State of Maryland to modify the terms of the employment level thresholds and extend the maturity date to June 30, 2028. The interest expense related to these loans for the years ended December 31, 2022 and 2021 was immaterial. As of December 31, 2022 and 2021, the Company’s combined accrued interest balance associated with the deferred government grant obligations was $0.6 million and $0.5 million, respectively. Letters of 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 December 31, 2022, the Company has entered into standby letters of credit totaling $14.2 million as security deposits for the applicable leased facilities and in connection with the deferred government grant obligations. The Company maintains restricted cash as collateral for standby letters of credit for the Company’s leased facilities and in connection with the deferred government grant obligations. Future Principal Payments Future principal payments under the Amended Term Loan Facilities, the 2025 Notes, and the government grants, as of the date indicated are as follows: December 31, 2021 (in thousands) 2023 $ 5,753 2024 560,869 2025 380,000 2026 — 2027 1,500 Thereafter* 2,000 Total future principal payments $ 950,122 * Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters. Subsequent Event On January 9, 2023, the Company entered into an Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement, dated as of January 9, 2023 (the “Second Amended Credit Agreement”), which amended the Amended Term Loan Facilities . The provisions of the Second Amended Credit Agreement became effective upon the satisfaction of certain conditions set for therein, including, without limitation, the funding of the 2030 Notes referenced below and the prepayment of certain existing term loans to reduce the outstanding principal amount of term loans outstanding under the Amended Term Loan Facilities from $567 million to $380 million. Pursuant to the Second Amended Credit Agreement, the lenders thereunder agreed to, among other amendments, extend the maturity date of the term loans thereunder from December 28, 2024 to December 28, 2026 (or, if more than $40 million of the Company’s 2025 Notes remain outstanding on January 30, 2025, January 30, 2025) and to provide a senior secured first lien revolving loan facility to the Company in the principal amount of $40 million. The termination date for such revolving loans will be June 28, 2026 (or, if more than $50 million of the Company’s 2025 Notes remain outstanding on January 1, 2025, January 1, 2025). Loans under the Second Amended Credit Agreement will bear interest at a per annum rate equal to (i) with respect to term loans, a base rate or the Term SOFR (as defined in the Second Amended Credit Agreement) rate, as applicable, plus a margin of 5.50% in the case of the base rate loans and 6.50% in the case of Term SOFR loans and (ii) with respect to revolving loans, a base rate or the Term SOFR rate, as applicable, plus a margin of 4.50% in the case of the base rate loans and 5.50% in the case of Term SOFR loans. If the term loans under the Second Amended Credit Agreement are prepaid or amended prior to the six month anniversary of the Second Amended Credit Agreement in connection with a Repricing Event (as defined in the Second Amended Credit Agreement), the Company shall pay a prepayment premium of 1.0% of the amount of the loans so prepaid. The obligations under the Second Amended Credit Agreement are guaranteed by the Credit Parties. The obligations under the Second Amended Credit Agreement are secured, subject to customary permitted liens and other agreed-upon exceptions, by a perfected security interest in all tangible and intangible assets of the Credit Parties, except for certain customary excluded assets. The Second Amended Credit Agreement contains customary affirmative covenants, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The Second Amended Credit Agreement contains customary negative covenants, including, among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchases of equity interests in the Company and entering into affiliate transactions and asset sales. The Second Amended Credit Agreement contains (i) a financial covenant for the benefit of the lenders that requires the Company to maintain minimum Recurring Revenues (as defined in the Second Amended Credit Agreement) as of the last day of any period of four consecutive fiscal quarters of the Company commencing with fiscal quarter ending September 30, 2021 through the maturity date and (ii) three financial covenants solely for the benefit of the revolving lenders, in respect of a maximum consolidated senior secured net leverage ratio, a maximum consolidated total net leverage ratio, and a minimum consolidated fixed charge coverage ratio. The Second Amended Credit Agreement also provides for customary events of default, including, among others: non-payment of obligations; bankruptcy or insolvency event; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; impairment of any lien on any material portion of the Collateral (as defined in the Second Amended Credit Agreement); failure of any material provision of the Second Amended Credit Agreement or any guaranty to remain in full force and effect; a change of control of the Company; and material judgment defaults. The occurrence of an event of default could result in the acceleration of obligations under the Second Amended Credit Agreement. If an event of default under the Second Amended Credit Agreement occurs and is continuing, then, at the request (or with the consent) of the lenders holding the applicable requisite amount of commitments and loans under the Second Amended Credit Agreement, upon notice by the administrative agent to the borrowers, the obligations under the Second Amended Credit Agreement shall become immediately due and payable. In addition, if the Credit Parties become the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the Second Amended Credit Agreement will automatically become immediately due and payable. On January 11, 2023, the Company issued the notes (the “2030 Notes”) in an aggregate principal amount of $147.0 million. The 2030 Notes are governed by an indenture (the “2030 Indenture”) between the Company and Wilmington Trust, National Association, as trustee. The 2030 Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The 2030 Notes mature on February 1, 2030, unless earlier redeemed or repurchased by us or converted. The net proceeds from the issuance of the 2030 Notes was $127.1 million. The 2030 Notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s senior indebtedness, senior in right of payment to the Company’s indebtedness that is expressly subordinated to the 2030 Notes, effectively subordinated to the Company’s senior secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. Holders may convert their 2030 Notes at their option at any time from, and after January 11, 2023 until the close of business on the second scheduled trading day immediately before the maturity date, including if the Company calls such 2030 Notes for redemption, subject to the right of certain holders to elect a delayed conversion period for any such 2030 Notes called for redemption the selected settlement of which would cause such holders to beneficially own shares of Common Stock in excess of the Ownership Cap (as defined in the 2030 Indenture). The initial conversion rate for the 2030 Notes will be 111.1111 shares of Common Stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $9.00 per share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, the Company will pay or deliver, as applicable, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election (subject to aforementioned Ownership Cap). Upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) the Company will in certain circumstances increase the conversion rate for a specified period of time. In addition, upon the occurrence of a “Fundamental Change” (as defined in the 2030 Indenture), holders of the 2030 Notes may require the Company to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any.

Other Income (Expense)

Other Income (Expense)	12 Months Ended
	Dec. 31, 2022
Other Income and Expenses [Abstract]
Other Income (Expense)	Other Income (Expense) The following table presents the components of other income (expense) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Other income (expense): Gain on sale of investment $ — $ 27,762 $ — Foreign currency loss (4,205) (2,491) (1,429) Other 390 (2,947) — Total $ (3,815) $ 22,324 $ (1,429) During the year ended December 31, 2021, the Company recorded a gain of $27.8 million on the sale of its interest in an education technology company. Refer to Note 7 for further information.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The following table presents the components of loss before income taxes on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Loss before income taxes: United States $ (302,541) $ (172,856) $ (204,522) Foreign (20,513) (23,106) (13,476) Total $ (323,054) $ (195,962) $ (217,998) The following table presents the components of the income tax benefit (provision) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Current income tax (provision) benefit: United States federal and state $ (393) $ (240) $ (347) Foreign (224) (636) (249) Total current income tax provision $ (617) $ (876) $ (596) Deferred income tax (provision) benefit: United States federal and state $ 389 $ (389) $ — Foreign 1,131 2,461 2,110 Total deferred income tax benefit $ 1,520 $ 2,072 $ 2,110 Total income tax benefit $ 903 $ 1,196 $ 1,514 The following table presents a reconciliation between the Company’s statutory federal income tax rate and the effective tax rate for each of the periods indicated. Year Ended December 31, 2022 2021 2020 U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 % Increase (decrease) resulting from: U.S. state income taxes, net of federal benefits 4.3 4.4 5.0 Foreign tax rate differential 0.1 0.1 0.3 Non-deductible compensation (0.5) (6.7) (2.0) Stock-based compensation (1.1) 6.7 0.7 Change in valuation allowance (20.2) (26.5) (23.9) Other (3.3) 1.6 (0.4) Effective tax rate 0.3 % 0.6 % 0.7 % The following table presents the significant components of deferred tax assets and liabilities on the Company’s consolidated balance sheets as of each of the dates indicated. As of December 31, 2022 2021 (in thousands) Deferred tax assets: Accrued expenses and other $ 12,217 $ 12,095 Accrued compensation and related benefits 3,253 10,285 Property and equipment 676 100 Stock-based compensation 19,644 21,729 Deferred income 1,343 2,096 Lease liability 24,865 24,463 Interest expense carryforwards 27,405 12,868 Foreign net operating loss carryforwards 8,480 6,981 U.S. net operating loss carryforwards 218,319 208,585 Valuation allowance (277,840) (190,779) Total deferred tax assets $ 38,362 $ 108,423 Deferred tax liabilities: Prepaid expenses and other $ — $ (322) Right-of-use assets (14,097) (15,310) Intangibles (22,957) (70,865) Deferred rent (383) (414) Nondeductible interest on debt discount — (22,083) Total deferred tax liabilities (37,437) (108,994) Net deferred tax assets (liabilities) $ 925 $ (571) As of December 31, 2022, the Company had a U.S. net operating loss (“NOL”) carryforward of approximately $832.4 million, of which $265.0 million expires between 2029 and 2037. In accordance with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), U.S. NOLs arising in a tax year ending after 2017 will not expire. The Company has generated $567.4 million of U.S. NOLs in tax years ending after 2017. The gross amount of the state NOL carryforwards is equal to or less than the federal NOL carryforwards and expires over various periods based on individual state tax laws. The Company also has an NOL carryforward of $33.6 million in its foreign jurisdictions, of which $0.8 million begins to expire in 2038 and the remainder will not expire. A full valuation allowance has been established to offset its net deferred tax assets in the U.S., and certain foreign jurisdictions as the Company has not generated taxable income since inception and does not have sufficient deferred tax liabilities to recover the deferred tax assets in these jurisdictions. The total increase in the valuation allowance was $87.1 million for the year ended December 31, 2022. The utilization of the NOL carryforwards to reduce future income taxes will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the NOL carryforwards. Under the provisions of Internal Revenue Code Section 382, certain substantial changes in the Company’s ownership may result in a limitation on the amount of U.S. net operating loss carryforwards that could be utilized annually to offset future taxable income and taxes payable. The Company does not expect such limitation, if any, to impact the use of the net operating losses prior to their expiration. As of December 31, 2022 and 2021, the Company has not recognized any amounts for uncertain tax positions. The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for the years prior to 2019, though the NOL carryforwards can be adjusted upon audit and could impact taxes owed in open tax years. No income tax returns are currently under examination by the taxing authorities. The Tax Act includes Global Intangible Low-Taxed Income (“GILTI”) provisions that require a company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. Due to foreign subsidiary losses, this provision did not apply to the Company in 2022. Another significant section of the Tax Act, the Base Erosion Anti-Abuse Tax (“BEAT”), did not apply to the Company’s 2022 tax year as the Company’s base erosion payments are less than 3% of the Company’s total deductions. As these taxes may become applicable in the future, the Company will continue to monitor the potential impact. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Currently, the Company does not expect this legislation will have a material impact on its consolidated financial statements.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders’ Equity Common Stock As of December 31, 2022, the Company was authorized to issue 205,000,000 total shares of capital stock, consisting of 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. As of December 31, 2022, there were 78,334,666 shares of common stock outstanding, and the Company had reserved a total of 28,727,505 of its authorized shares of common stock for future issuance as follows: Shares Reserved for Future Issuance Outstanding restricted stock units 4,739,861 Outstanding performance restricted stock units 1,651,864 Outstanding stock options 5,195,538 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 28,727,505 On August 6, 2020, the Company sold 6,800,000 shares of the Company’s common stock to the public. The Company received net proceeds of $299.8 million, which the Company uses for working capital and other general corporate purposes. Stock-Based 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. 2014 Plan In February 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan provides for the grant of incentive stock options to the Company’s employees and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards and other forms of stock compensation to the Company’s employees, directors and consultants. The 2014 Plan also provides for the grant of performance-based cash awards to the Company’s employees, directors and consultants. A total of 2,800,000 shares of the Company’s common stock were initially reserved for issuance pursuant to the 2014 Plan. In addition, the shares reserved for issuance under the 2014 Plan include (a) those shares reserved but unissued under the 2008 Plan, and (b) shares returned to the 2008 Plan as the result of expiration or termination of awards (provided that the maximum number of shares that may be added to the 2014 Plan pursuant to (a) and (b) is 5,943,348 shares). The number of shares of the Company’s common stock that may be issued under the 2014 Plan will automatically increase on January 1st of each year, for a period of ten years, from January 1, 2015 continuing through January 1, 2024, by 5% of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. The shares available for future issuance under the 2014 Plan increased by 3,916,733 and 3,782,719 on January 1, 2023 and 2022, respectively, pursuant to the automatic share reserve increase provision in the 2014 Plan. In addition, shares subject to outstanding stock awards granted under the 2008 Plan and 2014 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (iii) are reacquired or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award, return to the 2014 Plan’s share reserve and become available for future grant under the 2014 Plan, up to the maximum number of shares of 5,943,348. As of December 31, 2022, the Company had 3,753,633 shares available for issuance under the 2014 Plan. Further, as of December 31, 2022, under the 2014 Plan, options to purchase 4,673,230 shares of the Company’s common stock were outstanding at a weighted-average exercise price of $27.25 per share, and 4,739,861 RSUs and 1,651,864 PRSUs were also outstanding. 2008 Plan In October 2008, the Company’s stockholders approved the Company’s 2008 Plan. The 2008 Plan was most recently amended on May 8, 2013. The 2008 Plan provided for the grant of incentive stock options to the Company’s employees and the employees of the Company’s subsidiaries, and for the grant of nonstatutory stock options, restricted stock awards and deferred stock awards to the Company’s employees, directors and consultants. The Company ceased granting equity awards under the 2008 Plan, and accordingly, as of January 30, 2014, no shares were available for future grant under the 2008 Plan. However, the 2008 Plan will continue to govern the terms and conditions of outstanding awards granted thereunder. As of December 31, 2022, options to purchase 522,308 shares of the Company’s common stock were outstanding under the 2008 Plan at a weighted-average exercise price of $7.70 per share. Employee Stock Purchase Plan The Company also has an ESPP. The Company’s ESPP provides (i) for two offering periods each year and (ii) that the purchase price for shares of the Company’s common stock purchased under the ESPP will be 90% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of the Company’s common stock on the first day of the offering period. Notwithstanding the foregoing, the compensation committee of the Company’s board of directors may exercise its discretion, subject to certain conditions, to make changes to certain aspects of the ESPP including, but not limited to, the length of the offering periods and that the purchase price will be 85% of the lesser of the fair market value of the Company’s common stock on the purchase date or the fair market value of 2U’s common stock on the first day of the offering period. Participating eligible employees select a rate of payroll deduction between 1% and 15% of their salary or wage compensation received from the Company as in effect at the start of the offering period, with the aggregate purchase limited to a maximum fair market value of $25,000 per employee per year. Participation in the ESPP began on January 1, 2018. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 1,000,000 shares of 2U’s common stock may be issued under the ESPP, subject to adjustments for certain capital transactions. During the years ended December 31, 2022 and 2021, an aggregate of 136,039 and 150,685 shares, respectively, of the Company’s common stock were purchased in accordance with the ESPP. Net proceeds from the issuance of these shares were $1.3 million and $3.6 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, 379,670 shares remained available for purchase under the ESPP. Stock-Based Compensation Expense 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 consolidated statements of operations and comprehensive loss for each of the periods indicated. The Company accounts for forfeitures as they occur. Year Ended December 31, 2022 2021 2020 (in thousands) Curriculum and teaching $ 208 $ 69 $ 230 Servicing and support 15,543 15,352 14,033 Technology and content development 9,534 11,832 12,014 Marketing and sales 6,319 6,711 8,217 General and administrative 48,616 63,802 47,548 Total stock-based compensation expense $ 80,220 $ 97,766 $ 82,042 Restricted Stock Units The 2014 Plan provides for the issuance of RSUs to eligible participants. Throughout 2022, 2021, and 2020, the Company granted RSUs under the 2014 Plan to the Company’s directors and certain of the Company’s employees and certain consultants. The terms of the restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Restricted stock units are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most restricted stock units vesting in equal quarterly or annual tranches, generally over a period of three The following table presents a summary of the Company’s RSU activity for the period indicated. Number of Weighted-Average Outstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 5,290,062 9.98 Vested (2,279,812) 23.62 Forfeited (883,452) 17.88 Outstanding balance as of December 31, 2022 4,739,861 $ 14.24 The total fair value of RSUs vested during the years ended December 31, 2022, 2021 and 2020, was $33.9 million, $57.8 million, and $25.0 million, respectively. The total compensation cost related to the unvested RSUs not yet recognized as of December 31, 2022 was $43.2 million and will be recognized over a weighted-average period of approximately 1.9 years. Performance Restricted Stock Units The 2014 Plan provides for the issuance of PRSUs to eligible participants. PRSUs generally include both service conditions and either market conditions related to total shareholder return targets relative to that of companies comprising the Russell 3000 Index or conditions based on the Company’s internal financial performance achieving predetermined targets. The terms of the performance restricted stock unit grants under the 2014 Plan, including the vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. During the fourth quarter of 2019, the Company granted 1.3 million PRSUs with a weighted-average grant date fair value per share of $22.94 to certain of its employees. These PRSU awards are subject to vesting over a period of three years, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index during each of the one, two and three-year vesting periods. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and is not subject to fluctuation due to the achievement of market-based targets. For the first and second performance periods, 200% of the eligible PRSUs were earned. For the third performance period, 0% of the eligible PRSUs were earned. During the first quarter of 2020, as part of its annual equity awards cycle, the Company awarded 1.9 million PRSUs with an aggregate intrinsic value of $37.8 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for each of the performance periods, depending on the achievement of market-based targets, which are established annually. The PRSUs vest at the end of each of three one-year performance periods, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. Of the PRSUs awarded, 0.6 million were granted in January 2020 with a weighted-average grant date fair value per share of $22.45, 0.6 million were granted in January 2021 with a weighted-average grant date fair value per share of $61.14, and 0.7 million were granted in January 2022 with a weighted-average grant date fair value per share of $23.46. For the first performance period, 200% of the eligible PRSUs were earned. For the second and third performance periods, 0% of the eligible PRSUs were earned. During the first quarter of 2021, as part of its annual equity awards cycle, the Company awarded 0.4 million PRSUs with an aggregate intrinsic value of $20.0 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.1 million were granted in March 2021 with a weighted-average grant date fair value per share of $40.69 and 0.1 million were granted in January 2022 with a weighted-average grant date fair value per share of $20.07. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 112.7% of the eligible PRSUs were earned. For the second performance period, 100% of the eligible PRSUs were earned. During the first quarter of 2021, as part of its annual equity awards cycle, the Company granted 0.2 million PRSUs with an aggregate intrinsic value of $9.1 million and a weighted-average grant date fair value of $61.94. These PRSU awards vest at the end of a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. During the first quarter of 2022, as part of its annual equity awards cycle, the Company awarded 1.7 million PRSUs with an aggregate intrinsic value of $20.4 million. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities, depending on the achievement of internal financial performance-based targets, which are established annually. Certain of these PRSUs vest at the end of all three one-year performance periods, while others vest at the end of each of three one-year performance periods. Of the PRSUs awarded, 0.6 million were granted in March 2022 with a weighted-average grant date fair value per share of $10.77. The expense recognized each period is estimated at the time of grant and is subject to fluctuation due to the achievement of internal financial performance-based targets. For the first performance period, 100% of the eligible PRSUs were earned. During the first quarter of 2022, as part of its annual equity awards cycle, the Company granted 0.7 million PRSUs with an aggregate intrinsic value of $8.9 million and a weighted-average grant date fair value of $14.53. These PRSU awards are subject to vesting over a single three-year period, based on the Company’s stock price achieving predetermined total shareholder return targets relative to that of companies comprising the Russell 3000 Index. The PRSU award agreements provide that the quantity of units subject to vesting may range from 200% to 0% of the granted quantities for the performance period, depending on the achievement of market-based targets. The expense recognized each period is determined at the time of grant and not subject to fluctuation due to the achievement of market-based targets. The Company values PRSUs subject to market-based vesting conditions using a Monte Carlo valuation model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the performance period. The expected life is consistent with the performance period of the awards. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date. The following table summarizes the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions that were granted for the periods presented. Year Ended December 31, 2022 2021 2020 Risk-free interest rate 0.39% – 1.88% 0.10% – 0.26% 1.51% Expected term (years) 1.00 – 3.00 1.00 – 3.00 1.00 Expected volatility 49% – 97% 85% – 89% 75% Dividend yield 0% 0% 0% The following table presents a summary of the Company’s PRSU activity for the period indicated. Number of Weighted-Average Outstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63 Vested (313,778) 12.28 Forfeited (1,237,282) 39.39 Outstanding balance as of December 31, 2022 1,651,864 $ 22.74 The total fair value of PRSUs vested during the years ended December 31, 2022, 2021 and 2020, was $1.9 million, $71.9 million, and $28.5 million, respectively. The total compensation cost related to the unvested PRSUs not yet recognized as of December 31, 2022 was $10.5 million and will be recognized over a weighted-average period of approximately 1.8 years. Stock 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. The terms of stock option grants, including the exercise price per share and vesting periods, are determined by the Company’s board of directors or the compensation committee thereof. Stock options are granted at exercise prices of not less than the estimated fair market value of the Company’s common stock at the date of grant. Stock options are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most options vesting in tranches, generally over a three The Company values stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected life of the option, expected stock price volatility and dividend yield. The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the expected term of the Company’s employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method.” Under the “simplified method,” the expected life of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company uses the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on the historical volatility of the Company’s common stock over the estimated expected life of the stock options. The Company assumes no dividend yield because dividends are not expected to be paid in the near future, which is consistent with the Company’s history of not declaring or paying dividends to date. The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the periods presented. No stock options were granted during the year ended December 31, 2021. Year Ended December 31, 2022 2020 Risk-free interest rate 1.9%-4.2% 1.5% Expected term (years) 5.63 - 5.78 6.04 Expected volatility 75% - 81% 64% Dividend yield 0% 0% 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 3,203,323 10.71 7.07 Exercised (324,965) 3.48 0.07 Forfeited (651,407) 12.91 Expired (508,852) 37.40 Outstanding balance as of December 31, 2022 5,195,538 25.28 5.88 78 Exercisable as of December 31, 2022 3,195,768 $ 32.34 3.96 $ 76 The weighted-average grant date fair value of stock options granted during the years ended December 31, 2022 and 2020 was $6.98 and $11.48 per share, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $3.3 million, $6.8 million and $8.7 million, respectively. The total unrecognized compensation cost related to the unvested options as of December 31, 2022 was $15.0 million and will be recognized over a weighted-average period of approximately 2.0 years.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 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. Year Ended December 31, 2022 2021 2020 Stock options 5,195,538 3,477,439 3,916,867 Restricted stock units 4,739,861 2,613,063 3,010,019 Performance restricted stock units 1,651,864 1,121,277 1,355,296 Shares related to convertible senior notes 13,443,374 13,443,374 3,432,837 Total antidilutive securities 25,030,637 20,655,153 11,715,019 The following table presents the calculation of the Company’s basic and diluted net loss per share for each of the periods indicated. Year Ended December 31, 2022 2021 2020 Numerator (in thousands): Net loss $ (322,151) $ (194,766) $ (216,484) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Net loss per share, basic and diluted $ (4.17) $ (2.61) $ (3.22)

Segment and Geographic Informat

Segment and Geographic Information	12 Months Ended
	Dec. 31, 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, universities, and other leading organizations. Significant Customers For the years ended December 31, 2022 and 2021, no university clients accounted for 10% or more of the Company’s consolidated revenue. For the year ended December 31, 2020, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated revenue, contributing $74.6 million, or approximately 10% of the Company’s consolidated revenue. As of December 31, 2022, one university client in the Degree Program Segment accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $7.3 million, which equaled 12% of the Company’s consolidated accounts receivable, net balance. As of December 31, 2021, two university clients in the Degree Program Segment each accounted for 10% or more of the Company’s consolidated accounts receivable, net balance, as follows: $9.8 million and $8.8 million, which equaled 14% and 13% of the Company’s consolidated accounts receivable, net balance, respectively. 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. Year Ended December 31, 2022 2021 2020 (in thousands) Revenue by segment* Degree Program Segment $ 571,608 $ 592,288 $ 486,676 Alternative Credential Segment 391,472 353,394 287,857 Total revenue $ 963,080 $ 945,682 $ 774,533 Segment profitability** Degree Program Segment $ 180,727 $ 126,141 $ 49,607 Alternative Credential Segment (55,646) (59,564) (33,534) Total segment profitability $ 125,081 $ 66,577 $ 16,073 Segment profitability margin*** Degree Program Segment 32 % 21 % 10 % Alternative Credential Segment (14) % (17) % (12) % Total segment profitability margin 13 % 7 % 2 % * The Company has excluded immaterial amounts of intersegment revenues from the years ended December 31, 2022, 2021 and 2020. ** The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period. *** The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue. The following table presents a reconciliation of the Company’s total segment profitability to net loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Net loss $ (322,151) $ (194,766) $ (216,484) Adjustments: Stock-based compensation expense 80,220 97,766 82,042 Other (income) expense, net 3,815 (22,324) 1,429 Net interest expense 61,069 49,747 25,963 Income tax benefit (903) (1,196) (1,514) Depreciation and amortization expense 128,153 108,448 96,469 Loss on debt extinguishment — 1,101 11,671 Impairment charge 138,291 — — Restructuring charges 33,239 8,544 6,811 Other* 3,348 19,257 9,686 Total adjustments 447,232 261,343 232,557 Total segment profitability $ 125,081 $ 66,577 $ 16,073 * Includes (i) transaction and integration costs of $3.6 million, $16.9 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and (ii) stockholder activism and litigation-related (recoveries) costs of $(0.3) million, $2.4 million and $7.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. The following table presents the Company’s total assets by segment as of each of the dates indicated. December 31, December 31, (in thousands) Total assets Degree Program Segment $ 459,252 $ 546,572 Alternative Credential Segment 1,351,607 1,562,434 Total assets $ 1,810,859 $ 2,109,006 Geographical 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 $107.2 million, $98.5 million and $73.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Substantially all of the Company’s non-U.S. revenue for each of the aforementioned periods was sourced from the Alternative Credential Segment’s operations outside of the U.S. The Company’s long-lived tangible assets in non-U.S. countries as of December 31, 2022 and 2021 totaled approximately $4.5 million and $3.3 million, respectively.

Receivables and Contract Liabil

Receivables and Contract Liabilities	12 Months Ended
	Dec. 31, 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 consolidated balance sheets. The following table presents the Company’s trade accounts receivable in each segment as of each of the dates indicated. December 31, 2022 December 31, 2021 (in thousands) Degree Program Segment accounts receivable $ 20,612 $ 31,762 Degree Program Segment unbilled revenue 8,496 4,440 Alternative Credential Segment accounts receivable 51,360 42,771 Total 80,468 78,973 Less: Provision for credit losses (17,642) (11,686) Trade accounts receivable, net $ 62,826 $ 67,287 The following table presents the change in provision for credit losses for trade accounts receivable on the Company’s consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 11,686 Current period provision 6,393 Foreign currency translation adjustments (36) Other (401) Balance as of December 31, 2022 $ 17,642 Other 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. December 31, 2022 December 31, 2021 (in thousands) Other receivables, amortized cost $ 52,180 $ 52,428 Less: Provision for credit losses (3,579) (1,421) Other receivables, net $ 48,601 $ 51,007 Other receivables, net, current $ 33,813 $ 29,439 Other receivables, net, non-current $ 14,788 $ 21,568 The following table presents the change in provision for credit losses for other receivables on the Company’s consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 1,421 Current period provision 2,216 Other (58) Balance as of December 31, 2022 $ 3,579 The Company considers receivables to be past due when amounts contractually due under the extended payment plans have not been paid. As of December 31, 2022, 83% of other receivables, net due under extended payment plans were current. At the time of origination, the Company categorizes its other receivables using a credit quality indicator based on the credit tier rankings obtained from the third-party providers that manage and service the payment plans. The third-party providers utilize credit rating agency data to determine the credit tier rankings. The Company monitors the collectability of its other receivables on an ongoing basis. The adequacy of the allowance for credit losses is determined through analysis of multiple factors, including industry trends, portfolio performance, and delinquency rates. The following tables present other receivables, at amortized cost including interest accretion, by credit quality indicator and year of origination, as of the dates indicated. December 31, 2022 Year of Origination 2022 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 15,737 $ 2,285 $ 48 $ 18 115 $ 18,203 Mid 14,005 3,773 1,239 1,363 392 20,772 Low 6,160 3,099 1,677 1,939 330 13,205 Total $ 35,902 $ 9,157 $ 2,964 $ 3,320 $ 837 $ 52,180 December 31, 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. December 31, December 31, (in thousands) Degree Program Segment deferred revenue $ 1,245 $ 3,462 Alternative Credential Segment deferred revenue 88,916 88,464 Total contract liabilities $ 90,161 $ 91,926 For the Degree Program Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $1.5 million and $1.7 million, respectively. For the Alternative Credential Segment, revenue recognized during the years ended December 31, 2022 and 2021 that was included in the deferred revenue balance that existed at the end of each preceding year was $77.9 million and $71.9 million, respectively. Contract Acquisition 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 Company’s consolidated balance sheets as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the Company capitalized an immaterial amount of contract acquisition costs and recorded an immaterial amount of associated amortization expense in the Degree Program Segment.

Retirement Plan

Retirement Plan	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Retirement Plan	Retirement PlanThe Company has established a 401(k) plan for eligible employees to contribute up to 100% of their compensation, limited by the IRS-imposed maximum contribution amount. The Company matches 100% of the first 2% of each employee’s contribution, and 50% of the next 4% of each employee’s contribution, each plan year. For the years ended December 31, 2022, 2021 and 2020, the Company made employer contributions of $9.7 million, $7.8 million and $3.6 million, respectively.

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventIn January 2023, the Company entered into an agreement to amend its Amended Term Loan Facilities to, among other things, extend the maturity date from December 2024 to December 2026. In connection with amending the terms and extending the maturities of the term loans under the Second Amended Credit Agreement, the Company issued the 2030 Notes with an aggregate principal amount of $147.0 million. The Company used cash on hand and the $127.1 million of net proceeds from the 2030 Notes to reduce the outstanding principal amount of secured debt under the Second Amended Credit Agreement from $567 million to $380 million. As part of the refinancing transaction, in addition to extending the maturity date, the lenders provided the Company with a senior secured first lien revolving loan facility in the principal amount of $40 million. Refer to Note 10 for more information.

Schedule II - Valuation and Qua

Schedule II - Valuation and Qualifying Accounts	12 Months Ended
	Dec. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]
Schedule II - Valuation and Qualifying Accounts	Schedule II—Valuation and Qualifying Accounts (in thousands) Balance at Beginning of Period Additions Charged to Expense/Against Revenue Deductions Balance at End of Period Provision for credit losses for trade accounts receivable: Year ended December 31, 2022 $ 11,686 6,393 (437) $ 17,642 Year ended December 31, 2021 5,936 6,794 (1,044) 11,686 Year ended December 31, 2020 $ 1,331 $ 4,642 $ (37) $ 5,936 Balance at Beginning of Period Additions Deductions Balance at End of Period Income tax valuation allowance: Year ended December 31, 2022 $ 190,779 $ 87,061 $ — $ 277,840 Year ended December 31, 2021 137,767 53,012 — 190,779 Year ended December 31, 2020 $ 116,244 $ 21,523 $ — $ 137,767

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and include the assets, liabilities, results of operations and cash flows of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications	ReclassificationsThe Company has reclassified prior period amounts to conform to the current period’s presentation of restructuring charges. On the consolidated balance sheet, the Company reclassified $1.7 million from accounts payable and accrued liabilities to accrued restructuring liability. On the consolidated statement of operations, the Company reclassified $8.5 million and $6.8 million from general and administrative expense to restructuring charges for the years ended December 31, 2021, and 2020, respectively. On the consolidated statement of cash flows, the Company reclassified $0.2 million and $0.3 million from changes in prepaid expenses and other assets to restructuring for the years ended December 31, 2021, and 2020, respectively. This reclassification had no impact on previously reported operating cash flows for either period.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain 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, actual results
Revenue Recognition, Receivable and Provision for Credit Losses	Revenue Recognition, Receivables and Provision for Credit Losses The Company generates substantially all of its revenue from contractual arrangements, with either its university clients or students, to provide a comprehensive platform of tightly integrated technology and technology-enabled services that support its offerings. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period, and if necessary, the Company adjusts its estimate of the overall transaction price. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. The Degree Program Segment derives revenue primarily from contractually specified percentages of the amounts the Company’s university clients receive from their students in 2U-enabled degree programs for tuition and fees, less credit card fees and other specified charges the Company has agreed to exclude in certain university contracts. The Company’s contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts. The single performance obligation is delivered as the university clients receive and consume benefits, which occurs ratably over a series of academic terms. The amounts received from university clients over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. These amounts are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. Revenue is recognized net of an allowance, which is established for the Company’s expected obligation to refund tuition and fees to university clients. The Alternative Credential Segment derives revenue primarily from contracts with students for the tuition and fees paid to enroll in, and progress through, the Company’s executive education programs and boot camps. The Company’s executive education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks. In this segment, the Company’s contracts with students include the delivery of the educational and related student support services and are treated as either a single performance obligation or multiple performance obligations, depending upon the offering being delivered. All performance obligations are satisfied ratably over the same presentation period, which is defined as the period beginning on the first day of the course through the last. The Company recognizes the proceeds received, net of any applicable pricing concessions, from the students enrolled and shares contractually specified amounts received from students with the associated university client, in exchange for licenses to use the university brand name and other university trademarks. These amounts are recognized as curriculum and teaching expenses on the Company’s consolidated statements of operations and comprehensive loss. The Company’s contracts with university clients in this segment are typically shorter and less restrictive than the Company’s contracts with university clients in the Degree Program Segment. The Company does not disclose the value of unsatisfied performance obligations for the Degree Program Segment because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation. The Company does not disclose the value of unsatisfied performance obligations for the Alternative Credential Segment because the performance obligations are part of contracts that have original durations of less than one year. Contract Acquisition Costs The Company pays commissions to certain of its employees to obtain contracts with university clients in the Degree Program Segment. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line method over the expected life, which is generally the length of the contract. With respect to contract acquisition costs in the Alternative Credential Segment, the Company has elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606 to expense these costs as incurred, as the terms of contracts with students in this segment are less than one year. 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 at either the execution of a contract or at the extension of a contract in exchange for various marketing and other rights. Generally, these amounts are capitalized as other assets on the Company’s consolidated balance sheets, and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. Receivables, Contract Assets and Liabilities Balance sheet items related to contracts consist of accounts receivable, net, other receivables, net, and deferred revenue on the Company’s consolidated balance sheets. Accounts receivable, net includes trade accounts receivable, which are comprised of billed and unbilled revenue. The Company’s trade accounts receivable balances have terms of less than one year. Accounts receivable, net is stated at amortized cost net of provision for credit losses. The Company’s methodology to measure the provision for credit losses requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include current market conditions, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. The Company’s estimates are reviewed and revised periodically based on the ongoing evaluation of credit quality indicators. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. The Company recognizes unbilled revenue when revenue recognition occurs in advance of billings. Unbilled revenue is recognized in the Degree Program Segment because billings to university clients do not occur until after the academic term has commenced and final enrollment information is available. The Company’s unbilled revenue represents contract assets. Other receivables, net are comprised of amounts due under tuition payment plans with extended payment terms from students enrolled in certain of the Company’s alternative credential offerings. These plans, which are managed and serviced by third-party providers, are designed to assist students with covering tuition costs after all other student financial assistance and scholarships have been applied. The associated receivables generally have payment terms that range from 12 to 42 months and are recorded net of any implied pricing concessions, which are determined based on our collections history, market data and any time value of money component. There are no fees or origination costs included in these receivables. Deferred revenue represents the excess of amounts billed or received as compared to amounts recognized in revenue on the Company’s consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on the Company’s consolidated balance sheets. The Company’s deferred revenue 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. Marketing and Sales Costs The Company’s marketing and sales costs relate to activities to attract students to offerings across both of the Company’s segments. This includes the cost of Search Engine Optimization, Search Engine Marketing and Social Media Optimization, as well as personnel and personnel-related expense for the Company’s marketing and recruiting teams. For the years ended December 31, 2022, 2021 and 2020, expense related to the Company’s marketing and advertising efforts of its own brand were not material. All such costs are expensed as incurred and reported in marketing and sales expense on the Company’s consolidated statements of operations and comprehensive loss.
Stock-Based Compensation	Stock-Based Compensation The Company provides stock-based compensation awards consisting of restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and stock options to employees, directors and consultants. The Company measures all stock-based compensation awards at fair value as of the grant date. The fair values of RSUs and PRSUs containing performance-based vesting conditions are based on the fair value of the Company’s stock on the date of grant. The Company uses a Monte Carlo valuation model to estimate the fair value of PRSUs containing market-based vesting conditions and uses a Black-Scholes option pricing model to measure the fair value of stock option grants. The Company also maintains the 2017 Employee Stock Purchase Plan (the “ESPP”) and estimates the fair value of each purchase right thereunder as of the grant date using a Black-Scholes option pricing model. For awards subject only to service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the awards’ requisite service period. For awards subject to both service and performance-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. For awards subject to both service and market-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method over the requisite service period beginning with the date of the grant and ending upon completion of the service period, with stock-based compensation expense being recognized irrespective of the achievement of the market condition. The Company accounts for forfeitures as they occur. For shares subject to the ESPP, the Company uses the straight-line method to record stock-based compensation expense over the respective offering period.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that are included in the financial statements. Under this method, the deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of the assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company considers all positive and negative evidence relating to the realization of the deferred tax assets in assessing the need for a valuation allowance. The Company currently maintains a full valuation allowance against deferred tax assets in the U.S. and certain entities in the foreign jurisdictions. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, determines the amount of benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur if the Company subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense on the consolidated statements of operations and comprehensive loss.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of bank checking accounts, money market accounts, investments in certificates of deposit that have an original maturity of three months or less and highly liquid marketable securities with maturities at the time of purchase of three months or less.
Restricted Cash	Restricted Cash 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.
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 Notes 4 and 5 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.
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Expenditures for major additions, construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over the estimated useful lives of the related assets, which range from three five four
Amortizable Intangible Assets	Amortizable Intangible Assets Acquired Definite-lived Intangible Assets. The Company capitalizes purchased intangible assets, such as software, websites and domains, and amortizes them on a straight-line basis over their estimated useful life. Historically, the Company has assessed the useful lives of these acquired intangible assets to be between three Capitalized Technology. Capitalized technology includes certain purchased software and technology licenses, direct third-party costs, and internal payroll and payroll-related costs used in the creation of internal-use software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs of designing the application, coding, integrating the Company’s and the university’s networks and systems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached the application development stage and the period over which the Company expects to benefit from the use of that software. Once the software is placed in service, these amounts are amortized using the straight-line method over the estimated useful life of the software, which is generally three Capitalized Content Development. The Company develops content for each offering on a course-by-course basis in collaboration with university client faculty and industry experts. Depending upon the offering, the Company may use materials provided by university clients and their faculty, including curricula, case studies, presentations and other reading materials. The Company is responsible for the creation of materials suitable for delivery through the Company’s online learning platform, including all expenses associated with this effort. With respect to the Degree Program Segment, the development of content is part of the Company’s single performance obligation and is considered a contract fulfillment cost. four
Evaluation of Long-Lived Assets	Evaluation of Long-Lived Assets The Company reviews long-lived assets, which consist of property and equipment, capitalized technology, capitalized content development and acquired finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. In order to assess the recoverability of the capitalized technology and content development, the amounts are grouped by the lowest level of independent cash flows. Recoverability of a long-lived asset is measured by a comparison of the carrying value of an asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such assets are not recoverable, the impairment to be recognized is measured by the amount by which the carrying value of an asset exceeds the estimated fair value (discounted cash flow) of the asset or asset group. The Company’s impairment analysis is based upon cumulative results and forecasted performance.
Non-Cash Long-Lived Asset Additions	Non-Cash Long-Lived Asset AdditionsThe Company had non-cash capital asset additions of $1.2 million and $1.8 million in property and equipment, during the years ended December 31, 2022 and 2021, respectively.
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 consolidated financial statements from the acquisition date. 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 consolidated financial statements from the acquisition date.
Goodwill and Other Indefinite-lived Intangible Assets	Goodwill and Other Indefinite-lived Intangible Assets The Company reviews goodwill and other indefinite-lived intangible assets for impairment annually, as of October 1, and 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, discount rates, terminal growth rates, and forecasts of revenue and margins. When determining these assumptions and preparing these estimates, the Company considers each reporting unit’s historical 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. 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 discount rates, terminal growth rates, and forecasts of revenue and margins based upon each respective reporting unit’s or indefinite-lived intangible asset’s weighted-average cost of capital adjusted for the risk associated with the operations at the 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 first quarter of 2022, the Company recorded impairment charges of $28.8 million and $30.0 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense 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 third quarter of 2022, the Company recorded impairment charges of $50.2 million and $29.3 million to goodwill and the indefinite-lived intangible asset, respectively, both within the Company’s Alternative Credential Segment. These charges are included within operating expense on the Company’s consolidated statements of operations. The estimated fair value of each of the remaining reporting units exceeded their respective carrying value by approximately 10% or more.
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.
Equity Interests	Equity InterestsAs of December 31, 2020, the Company had a $10.0 million investment in an education technology company recorded within other assets, non-current on the consolidated balance sheets. This investment did not have a readily determinable fair value, and was accounted for as a cost method investment, which was subject to fair value remeasurement upon the occurrence of an observable event.
Employee Benefits	Employee Benefits The Company offers a variety of benefits to its employees (e.g., health care, gym memberships and tuition reimbursement). The Company accounts for costs related to providing employee benefits as incurred, unless there is a service requirement, in which case, such costs are recognized over the service commitment period.
Convertible Senior Notes and Debt Issuance Costs	Convertible Senior Notes In April 2020, the Company issued 2.25% convertible senior notes due May 1, 2025 (the “2025 Notes”) in an aggregate principal amount of $380 million, including the exercise by the initial purchasers of an option to purchase additional 2025 Notes, in a private offering. Refer to Note 10 for more information regarding the 2025 Notes. During the first quarter of 2022, the Company adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Pursuant to this ASU, which simplified the accounting for convertible instruments, the Company’s convertible senior notes are accounted for as a single instrument. Refer to the Recent Accounting Pronouncements section below for further information regarding the Company’s adoption of ASU 2020-06. Debt Issuance Costs
Leases	Leases For the Company’s operating leases, an assessment is performed to determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As the information necessary to determine the rate implicit in the Company’s leases is not readily available, the Company determines its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments made, less lease incentives. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not have any finance leases for any periods presented. The Company has elected, as an accounting policy for its leases of real estate, to account for lease and non-lease components in a contract as a single lease component. In addition, the recognition requirements are not applied to leases with a term of 12 months or less. Rather, the lease payments for short-term leases are recognized on the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. Variable payments that depend on an index or a rate are initially measured using the index or rate at the lease commencement date. Such variable payments are included in the total lease payments when measuring the lease liabilities and ROU assets. The Company will only remeasure variable payments that depend on an index or a rate when the Company is remeasuring the lease liabilities due to any of the following occurring: (i) the lease is modified and the modification is not accounted for as a separate contract; (ii) a contingency, upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, is resolved; (iii) there is a change in lease term; (iv) there is a change in the probability of exercising a purchase option; or (v) there is a change in the amount probable of being owed under residual value guarantees. Until the lease liabilities are remeasured due to one of the aforementioned events, additional payments for an increase in the index or rate will be recognized in the period in which they are incurred. Variable payments that do not depend on an index or a rate are excluded from the measurement of the lease liabilities and recognized in the consolidated statements of operations and comprehensive loss in the period in which the obligation for those payments is incurred.
Foreign Currency Translation	Foreign Currency Translation For the portion of the Company’s non-U.S. business where the local currency is the functional currency, operating results are translated into U.S. dollars using the average rate of exchange for the period, and assets and liabilities are converted at the closing rates on the period end date. Gains and losses on translation of these accounts are accumulated and reported as a separate component of stockholder’s equity and comprehensive loss. For any transaction that is in a currency different from the entity’s functional currency, the Company records a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) as other income (expense), net on the consolidated statements of operations and comprehensive loss.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. All of the Company’s cash is held at financial institutions that management believes to be of high credit quality. The Company’s bank accounts exceed federally insured limits at times. The Company has not experienced any losses on cash to date. The Company maintains an allowance for doubtful accounts, if needed, based on collection history.
Recent Accounting Pronouncements	In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The new guidance requires companies to apply ASC Topic 606 to recognize and measure contract assets and contract liabilities with customers acquired in a business combination, which creates an exception to the general recognition principle in ASC Topic 805. In addition, the guidance clarifies that companies should apply the definition of a performance obligation in ASC Topic 606 when recognizing contract liabilities assumed in a business combination. The guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those years. Early adoption is permitted. The Company adopted the standard in the fourth quarter of 2021, effective January 1, 2021. Adoption of this standard is reflected in the preliminary purchase price allocation of the edX Acquisition. Refer to Note 3 for further information about the edX Acquisition. 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. On December 21, 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . This ASU defers the sunset date from December 31, 2022 to December 31, 2024 and is effective immediately. The Company will adopt the standard when LIBOR is discontinued and does not expect the adoption of this standard to have a material impact on its consolidated financial statements and related disclosures. 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)	12 Months Ended
	Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of estimated fair values of the assets acquired and liabilities assumed	The following table summarizes the final purchase price allocation based on the estimated fair value of the assets acquired and liabilities assumed and reflects the measurement period adjustments recorded during the year ended December 31, 2022. 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 (16,408) Lease liability (2,512) Other liabilities (32,981) 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 406,204 $ 768,009
Schedule of unaudited pro forma combined revenue and net loss	The Company’s unaudited pro forma combined financial information below is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the date indicated or what the results would be for any future periods. The following table presents the Company’s unaudited pro forma combined revenue, pro forma combined net loss and pro forma combined net loss per share for the years ended December 31, 2021 and 2020, as if the acquisition of edX had occurred on January 1, 2020. Year Ended 2021 2020 (in thousands) Pro forma revenue $ 985,016 $ 818,700 Pro forma net loss $ (273,889) $ (323,277) Pro forma net loss per share, basic and diluted $ (3.67) $ (4.81)

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment, net	The following table presents the components of property and equipment, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, December 31, (in thousands) Computer hardware $ 8,392 $ 9,454 Furniture and office equipment 9,453 16,739 Leasehold improvements 67,188 57,972 Leasehold improvements in process 4,631 5,667 Total 89,664 89,832 Accumulated depreciation and amortization (43,809) (41,182) Property and equipment, net $ 45,855 $ 48,650

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The following tables present the changes in the carrying amount of goodwill by reportable segment on the Company’s consolidated balance sheets for the periods indicated. Balance as of December 31, 2020 Additions* Foreign Currency Translation Adjustments Balance as of December 31, 2021 (in thousands) Alternative Credential Segment Gross goodwill $ 486,209 $ — $ (4,843) $ 481,366 Accumulated impairments (70,379) — — (70,379) Net goodwill 415,830 — (4,843) 410,987 Unallocated goodwill $ — $ 423,552 $ — $ 423,552 Total Gross goodwill $ 486,209 $ 423,552 $ (4,843) $ 904,918 Accumulated impairments (70,379) — — (70,379) Net goodwill $ 415,830 $ 423,552 $ (4,843) $ 834,539 * See Note 3 for a discussion of the edX Acquisition. Balance as of December 31, 2021 Allocations Adjustments Impairment Charges Foreign Currency Translation Adjustments Balance as of December 31, 2022 (in thousands) Degree Program Segment Gross goodwill $ — $ 198,378 $ (5,919) $ — $ — $ 192,459 Accumulated impairments — — — — — — Net goodwill — 198,378 (5,919) — — 192,459 Alternative Credential Segment Gross goodwill $ 481,366 $ 225,174 $ (11,429) $ — $ (3,580) $ 691,531 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill 410,987 225,174 (11,429) (78,991) (3,580) 542,161 Unallocated goodwill $ 423,552 $ (423,552) $ — $ — $ — $ — Total Gross goodwill $ 904,918 $ — $ (17,348) $ — $ (3,580) $ 883,990 Accumulated impairments (70,379) — — (78,991) — (149,370) Net goodwill $ 834,539 $ — $ (17,348) $ (78,991) $ (3,580) $ 734,620
Schedule of amortizable intangible assets	The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships 9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names 5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 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 first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.
Schedule of Indefinite-Lived Intangible Assets	The following tables present the components of intangible assets, net on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 Estimated Gross Accumulated Net Gross Accumulated Net (in thousands) Definite-lived intangible assets Capitalized technology 3-5 $ 226,761 $ (132,621) $ 94,140 $ 199,766 $ (112,357) $ 87,409 Capitalized content development 4-5 261,844 (177,154) 84,690 243,687 (125,599) 118,088 University client relationships 9-10 210,138 (55,556) 154,582 211,680 (34,995) 176,685 Enterprise client relationships 10 14,300 (1,609) 12,691 14,300 (179) 14,121 Trade names and domain names 5-10 29,701 (21,749) 7,952 27,161 (12,941) 14,220 Total definite-lived intangible assets $ 742,744 $ (388,689) $ 354,055 $ 696,594 $ (286,071) $ 410,523 December 31, 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 first and third quarter of 2022, the Company recorded impairment charges of $30.0 million and $29.3 million, respectively, related to its indefinite-lived intangible asset. Refer to Note 2 for further information about these impairment charges.
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 December 31, 2022. Future Amortization Expense (in thousands) 2023 $ 80,472 2024 64,893 2025 44,296 2026 30,516 2027 22,247 Thereafter 57,782 Total $ 300,206

Other Balance Sheet Details (Ta

Other Balance Sheet Details (Tables)	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of accounts payable and accrued expenses	The following table presents the components of accounts payable and accrued expenses on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 (in thousands) Accrued university and instructional staff compensation $ 30,807 $ 36,806 Accrued marketing expenses 15,988 26,469 Accrued transaction and integration expenses 464 4,072 Accrued compensation and related benefits 16,213 49,143 Accounts payable and other accrued expenses 46,548 48,233 Total accounts payable and accrued expenses $ 110,020 $ 164,723

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum payments to university clients	The following table presents the estimated future minimum payments due to university clients as of December 31, 2022. Future Minimum Payments (in thousands) 2023 $ 1,125 2024 625 2025 625 2026 625 2027 625 Thereafter 1,275 Total future minimum payments to university clients $ 4,900

Restructuring Charges (Tables)

Restructuring Charges (Tables)	12 Months Ended
	Dec. 31, 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. Year Ended Year Ended Degree Program Segment Alternative Credential Segment Degree Program Segment Alternative Credential Segment 2022 Strategic Realignment Plan Severance and severance-related costs $ 8,993 $ 6,431 $ — $ — Lease and lease-related charges* 11,215 1,061 — — Professional and other fees relating to restructuring activities 2,013 — — — Other** 7 1,008 — — 22,228 8,500 — — Other restructuring charges*** 2,300 211 7,736 808 Total restructuring charges $ 24,528 $ 8,711 $ 7,736 $ 808 * For the year ended December 31, 2022, includes $8.5 million of accelerated amortization of right-of-use assets and accelerated depreciation of leasehold improvements related to updates to the estimated useful lives of certain leased facilities and $3.7 million in rent expense associated with these facilities, including amortization of the right-of-use asset and accretion of the operating lease liability, sublease income, and other variable lease costs. The liabilities associated with these leases continue to be presented within lease liability and lease liability, non-current on the Company’s condensed consolidated balance sheets. ** Includes the acceleration of certain technology and content development costs. *** Includes severance and severance-related costs and lease-related charges.
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, 2020 Additional Costs Cash Payments Balance as of December 31, 2021 Additional Costs Cash Payments Balance as of December 31, 2022 (in thousands) 2022 Strategic Realignment Plan Severance and severance-related costs $ — $ — $ — $ — $ 14,762 $ (9,537) $ 5,225 Professional and other fees relating to restructuring activities — — — — 1,777 (854) 923 Lease and lease-related charges — — — — 3,351 (3,268) 83 Other severance and severance-related costs 2,714 1,965 (2,944) 1,735 728 (2,002) 461 Total restructuring $ 2,714 $ 1,965 $ (2,944) $ 1,735 $ 20,618 $ (15,661) $ 6,692

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of lease cost	The following table presents the components of lease expense on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended 2022 2021 (in thousands) Operating lease expense $ 20,943 $ 18,933 Short-term lease expense 470 185 Variable lease expense 6,877 6,279 Sublease income (1,310) (489) Total lease expense $ 26,980 $ 24,908
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 $3.1 million in aggregate. December 31, 2022 (in thousands) 2023 $ 24,541 2024 24,512 2025 20,750 2026 21,321 2027 21,916 Thereafter 51,931 Total lease payments 164,971 Less: imputed interest (51,353) Total lease liability $ 113,618

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of long-term debt	The following table presents the components of outstanding long-term debt on the Company’s consolidated balance sheets as of each of the dates indicated. December 31, 2022 December 31, 2021 (in thousands) Term loan facilities $ 566,622 $ 572,374 Convertible senior notes 380,000 380,000 Deferred government grant obligations 3,500 3,500 Other borrowings 3,688 4,423 Less: unamortized debt discount and issuance costs (17,666) (107,777) Total debt 936,144 852,520 Less: current portion of long-term debt (7,580) (7,204) Total long-term debt $ 928,564 $ 845,316 The net carrying amount of the 2025 Notes consists of the following as of each of the dates indicated: December 31, 2022 December 31, 2021 (in thousands) Principal $ 380,000 $ 380,000 Unamortized debt discount for conversion option — (83,609) Unamortized issuance costs (4,898) (5,104) Net carrying amount $ 375,102 $ 291,287
Schedule of Maturities of Long-term Debt	Future principal payments under the Amended Term Loan Facilities, the 2025 Notes, and the government grants, as of the date indicated are as follows: December 31, 2021 (in thousands) 2023 $ 5,753 2024 560,869 2025 380,000 2026 — 2027 1,500 Thereafter* 2,000 Total future principal payments $ 950,122 * Amounts represent conditional loan obligations that may be forgiven, provided that the Company attains certain conditions related to employment levels at 2U’s Lanham, Maryland headquarters.

Other Income (Expense) (Tables)

Other Income (Expense) (Tables)	12 Months Ended
	Dec. 31, 2022
Other Income and Expenses [Abstract]
Schedule of Components of Other Income (Expense)	The following table presents the components of other income (expense) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Other income (expense): Gain on sale of investment $ — $ 27,762 $ — Foreign currency loss (4,205) (2,491) (1,429) Other 390 (2,947) — Total $ (3,815) $ 22,324 $ (1,429)

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule components of loss before income taxes	The following table presents the components of loss before income taxes on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Loss before income taxes: United States $ (302,541) $ (172,856) $ (204,522) Foreign (20,513) (23,106) (13,476) Total $ (323,054) $ (195,962) $ (217,998)
Schedule of components of income tax (provision) benefit	The following table presents the components of the income tax benefit (provision) on the Company’s consolidated statements of operations and comprehensive loss for each of the periods indicated. Year Ended December 31, 2022 2021 2020 (in thousands) Current income tax (provision) benefit: United States federal and state $ (393) $ (240) $ (347) Foreign (224) (636) (249) Total current income tax provision $ (617) $ (876) $ (596) Deferred income tax (provision) benefit: United States federal and state $ 389 $ (389) $ — Foreign 1,131 2,461 2,110 Total deferred income tax benefit $ 1,520 $ 2,072 $ 2,110 Total income tax benefit $ 903 $ 1,196 $ 1,514
Schedule of reconciliation of the statutory federal income tax rate to the actual effective income tax rate	The following table presents a reconciliation between the Company’s statutory federal income tax rate and the effective tax rate for each of the periods indicated. Year Ended December 31, 2022 2021 2020 U.S. statutory federal income tax rate 21.0 % 21.0 % 21.0 % Increase (decrease) resulting from: U.S. state income taxes, net of federal benefits 4.3 4.4 5.0 Foreign tax rate differential 0.1 0.1 0.3 Non-deductible compensation (0.5) (6.7) (2.0) Stock-based compensation (1.1) 6.7 0.7 Change in valuation allowance (20.2) (26.5) (23.9) Other (3.3) 1.6 (0.4) Effective tax rate 0.3 % 0.6 % 0.7 %
Schedule of significant components of deferred tax assets and liabilities	The following table presents the significant components of deferred tax assets and liabilities on the Company’s consolidated balance sheets as of each of the dates indicated. As of December 31, 2022 2021 (in thousands) Deferred tax assets: Accrued expenses and other $ 12,217 $ 12,095 Accrued compensation and related benefits 3,253 10,285 Property and equipment 676 100 Stock-based compensation 19,644 21,729 Deferred income 1,343 2,096 Lease liability 24,865 24,463 Interest expense carryforwards 27,405 12,868 Foreign net operating loss carryforwards 8,480 6,981 U.S. net operating loss carryforwards 218,319 208,585 Valuation allowance (277,840) (190,779) Total deferred tax assets $ 38,362 $ 108,423 Deferred tax liabilities: Prepaid expenses and other $ — $ (322) Right-of-use assets (14,097) (15,310) Intangibles (22,957) (70,865) Deferred rent (383) (414) Nondeductible interest on debt discount — (22,083) Total deferred tax liabilities (37,437) (108,994) Net deferred tax assets (liabilities) $ 925 $ (571)

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Schedule of shares of common stock reserved for future issuance	Shares Reserved for Future Issuance Outstanding restricted stock units 4,739,861 Outstanding performance restricted stock units 1,651,864 Outstanding stock options 5,195,538 Reserved for convertible senior notes 17,140,242 Total shares of common stock reserved for future issuance 28,727,505
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 consolidated statements of operations and comprehensive loss for each of the periods indicated. The Company accounts for forfeitures as they occur. Year Ended December 31, 2022 2021 2020 (in thousands) Curriculum and teaching $ 208 $ 69 $ 230 Servicing and support 15,543 15,352 14,033 Technology and content development 9,534 11,832 12,014 Marketing and sales 6,319 6,711 8,217 General and administrative 48,616 63,802 47,548 Total stock-based compensation expense $ 80,220 $ 97,766 $ 82,042
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-Average Outstanding balance as of December 31, 2021 2,613,063 $ 32.29 Granted 5,290,062 9.98 Vested (2,279,812) 23.62 Forfeited (883,452) 17.88 Outstanding balance as of December 31, 2022 4,739,861 $ 14.24 The following table presents a summary of the Company’s PRSU activity for the period indicated. Number of Weighted-Average Outstanding balance as of December 31, 2021 1,121,277 $ 48.62 Granted 2,081,647 16.63 Vested (313,778) 12.28 Forfeited (1,237,282) 39.39 Outstanding balance as of December 31, 2022 1,651,864 $ 22.74
Schedule of assumptions used for estimating the fair value of the stock options granted	The following table summarizes the assumptions used for estimating the fair values of the PRSUs subject to market-based vesting conditions that were granted for the periods presented. Year Ended December 31, 2022 2021 2020 Risk-free interest rate 0.39% – 1.88% 0.10% – 0.26% 1.51% Expected term (years) 1.00 – 3.00 1.00 – 3.00 1.00 Expected volatility 49% – 97% 85% – 89% 75% Dividend yield 0% 0% 0% The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the periods presented. No stock options were granted during the year ended December 31, 2021. Year Ended December 31, 2022 2020 Risk-free interest rate 1.9%-4.2% 1.5% Expected term (years) 5.63 - 5.78 6.04 Expected volatility 75% - 81% 64% Dividend yield 0% 0%
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 3,203,323 10.71 7.07 Exercised (324,965) 3.48 0.07 Forfeited (651,407) 12.91 Expired (508,852) 37.40 Outstanding balance as of December 31, 2022 5,195,538 25.28 5.88 78 Exercisable as of December 31, 2022 3,195,768 $ 32.34 3.96 $ 76

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 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. Year Ended December 31, 2022 2021 2020 Stock options 5,195,538 3,477,439 3,916,867 Restricted stock units 4,739,861 2,613,063 3,010,019 Performance restricted stock units 1,651,864 1,121,277 1,355,296 Shares related to convertible senior notes 13,443,374 13,443,374 3,432,837 Total antidilutive securities 25,030,637 20,655,153 11,715,019
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. Year Ended December 31, 2022 2021 2020 Numerator (in thousands): Net loss $ (322,151) $ (194,766) $ (216,484) Denominator: Weighted-average shares of common stock outstanding, basic and diluted 77,327,850 74,580,115 67,142,976 Net loss per share, basic and diluted $ (4.17) $ (2.61) $ (3.22)

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	12 Months Ended
	Dec. 31, 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. Year Ended December 31, 2022 2021 2020 (in thousands) Revenue by segment* Degree Program Segment $ 571,608 $ 592,288 $ 486,676 Alternative Credential Segment 391,472 353,394 287,857 Total revenue $ 963,080 $ 945,682 $ 774,533 Segment profitability** Degree Program Segment $ 180,727 $ 126,141 $ 49,607 Alternative Credential Segment (55,646) (59,564) (33,534) Total segment profitability $ 125,081 $ 66,577 $ 16,073 Segment profitability margin*** Degree Program Segment 32 % 21 % 10 % Alternative Credential Segment (14) % (17) % (12) % Total segment profitability margin 13 % 7 % 2 % * The Company has excluded immaterial amounts of intersegment revenues from the years ended December 31, 2022, 2021 and 2020. ** The Company defines segment profitability as net income or net loss, as applicable, before net interest income (expense), other income (expense), net, taxes, depreciation and amortization expense, transaction costs, integration costs, restructuring-related costs, stockholder activism costs, certain litigation-related costs, consisting of fees for certain non-ordinary course litigation and other proceedings, impairment charges, losses on debt extinguishment, and stock-based compensation expense. Some or all of these items may not be applicable in any given reporting period. *** The Company defines segment profitability margin as segment profitability as a percentage of the respective segment’s revenue.
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. Year Ended December 31, 2022 2021 2020 (in thousands) Net loss $ (322,151) $ (194,766) $ (216,484) Adjustments: Stock-based compensation expense 80,220 97,766 82,042 Other (income) expense, net 3,815 (22,324) 1,429 Net interest expense 61,069 49,747 25,963 Income tax benefit (903) (1,196) (1,514) Depreciation and amortization expense 128,153 108,448 96,469 Loss on debt extinguishment — 1,101 11,671 Impairment charge 138,291 — — Restructuring charges 33,239 8,544 6,811 Other* 3,348 19,257 9,686 Total adjustments 447,232 261,343 232,557 Total segment profitability $ 125,081 $ 66,577 $ 16,073 * Includes (i) transaction and integration costs of $3.6 million, $16.9 million and $2.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, and (ii) stockholder activism and litigation-related (recoveries) costs of $(0.3) million, $2.4 million and $7.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Schedule of total assets by segment	The following table presents the Company’s total assets by segment as of each of the dates indicated. December 31, December 31, (in thousands) Total assets Degree Program Segment $ 459,252 $ 546,572 Alternative Credential Segment 1,351,607 1,562,434 Total assets $ 1,810,859 $ 2,109,006

Receivables and Contract Liab_2

Receivables and Contract Liabilities (Tables)	12 Months Ended
	Dec. 31, 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. December 31, 2022 December 31, 2021 (in thousands) Degree Program Segment accounts receivable $ 20,612 $ 31,762 Degree Program Segment unbilled revenue 8,496 4,440 Alternative Credential Segment accounts receivable 51,360 42,771 Total 80,468 78,973 Less: Provision for credit losses (17,642) (11,686) Trade accounts receivable, net $ 62,826 $ 67,287 December 31, 2022 December 31, 2021 (in thousands) Other receivables, amortized cost $ 52,180 $ 52,428 Less: Provision for credit losses (3,579) (1,421) Other receivables, net $ 48,601 $ 51,007 Other receivables, net, current $ 33,813 $ 29,439 Other receivables, net, non-current $ 14,788 $ 21,568
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 consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 11,686 Current period provision 6,393 Foreign currency translation adjustments (36) Other (401) Balance as of December 31, 2022 $ 17,642
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 consolidated balance sheets for the period indicated. Provision for Credit Losses (in thousands) Balance as of December 31, 2021 $ 1,421 Current period provision 2,216 Other (58) Balance as of December 31, 2022 $ 3,579
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. December 31, 2022 Year of Origination 2022 2021 2020 2019 2018 Total (in thousands) Credit Quality Tier High $ 15,737 $ 2,285 $ 48 $ 18 115 $ 18,203 Mid 14,005 3,773 1,239 1,363 392 20,772 Low 6,160 3,099 1,677 1,939 330 13,205 Total $ 35,902 $ 9,157 $ 2,964 $ 3,320 $ 837 $ 52,180 December 31, 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 by segment	The following table presents the Company’s contract liabilities in each segment as of each of the dates indicated. December 31, December 31, (in thousands) Degree Program Segment deferred revenue $ 1,245 $ 3,462 Alternative Credential Segment deferred revenue 88,916 88,464 Total contract liabilities $ 90,161 $ 91,926

Organization (Details)

Organization (Details) learningOpportunity in Thousands	12 Months Ended
	Dec. 31, 2022 segment learningOpportunity university
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of learning opportunities offered (more than) | university	230
Number of universities and other leading institutions that company serves (more than) | learningOpportunity	4
Number of reportable segments (in segments) | segment	2

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2022	Apr. 30, 2020
Property and Equipment, Net
Accrued restructuring liability				$ 6,692,000	$ 1,735,000
Total restructuring charges				9,555,000	5,014,000	$ 283,000
Restructuring charges				33,239,000	8,544,000	6,811,000
Capital expenditures				1,200,000	1,800,000
Impairment charges	$ 50,200,000	$ 28,800,000		78,991,000
Impairment of indefinite lived intangibles	$ 29,300,000	$ 30,000,000
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]		Costs and Expenses
Reporting unit carrying percentage (as a percent)	10%	10%
Equity securities						10,000,000
Gain on sale of investment			$ 27,800,000	0	27,762,000	0
Total debt				936,144,000	852,520,000
Additional paid-in capital				1,700,855,000	1,735,628,000
Deferred tax liabilities, net				282,000	1,726,000
Accumulated deficit				(1,179,972,000)	(890,638,000)
Revision of Prior Period, Reclassification, Adjustment
Property and Equipment, Net
Accrued restructuring liability					1,700,000
Total restructuring charges					200,000	300,000
Restructuring charges					8,500,000	$ 6,800,000
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06
Property and Equipment, Net
Total debt							$ 81,700,000
Additional paid-in capital							114,600,000
Deferred tax liabilities, net							22,100,000
Accumulated deficit							$ 32,800,000
2025 Notes | Convertible Debt
Property and Equipment, Net
Interest rate (as a percent)								2.25%
Principal				380,000,000	380,000,000			$ 380,000,000
Total debt				$ 375,102,000	291,287,000
Minimum
Property and Equipment, Net
Term of other receivables (in months)				12 months
Estimated useful lives (in years)				3 years
Maximum
Property and Equipment, Net
Term of other receivables (in months)				42 months
Estimated useful lives (in years)				10 years
Internally-developed software | Minimum
Property and Equipment, Net
Estimated useful lives (in years)				3 years
Internally-developed software | Maximum
Property and Equipment, Net
Estimated useful lives (in years)				5 years
Capitalized content development | Minimum
Property and Equipment, Net
Estimated useful lives (in years)				4 years
Capitalized content development | Maximum
Property and Equipment, Net
Estimated useful lives (in years)				5 years
Computer hardware | Minimum
Property and Equipment, Net
Useful lives (in years)				3 years
Computer hardware | Maximum
Property and Equipment, Net
Useful lives (in years)				5 years
Furniture and office equipment | Minimum
Property and Equipment, Net
Useful lives (in years)				5 years
Furniture and office equipment | Maximum
Property and Equipment, Net
Useful lives (in years)				7 years
Leasehold improvements | Minimum
Property and Equipment, Net
Useful lives (in years)				4 years
Leasehold improvements | Maximum
Property and Equipment, Net
Useful lives (in years)				11 years
Degree Program Segment
Property and Equipment, Net
Total restructuring charges				$ 24,528,000	7,736,000
Revenue, performance obligation, description of timing				The Company’s contracts with university clients in this segment typically have terms of 10 to 15 years and have a single performance obligation, as the promises to provide a platform of tightly integrated technology and services that university clients need to attract, enroll, educate and support students are not distinct within the context of the contracts.
Alternative Credential Segment
Property and Equipment, Net
Total restructuring charges				$ 8,711,000	$ 808,000
Revenue, performance obligation, description of timing				The Company’s executive education programs run between two and 16 weeks, while boot camps run between 12 and 24 weeks.

Business Combination - Narrativ

Business Combination - Narrative (Details) - edX - USD ($) $ in Thousands		12 Months Ended
	Nov. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Membership Interests (in percent)	100%
Net purchase price	$ 773,000
Escrow deposit	23,000	$ 8,400
Working capital adjustment		$ 5,000
Preliminary purchase price	768,009
Business combination, acquisition related costs			$ 14,800	$ 300
Amortizable intangible assets	133,700
Trade names
Business Acquisition [Line Items]
Identifiable-lived intangible assets	$ 255,000

Business Combination - Estimate

Business Combination - Estimated Fair Value (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Acquisition
Goodwill		$ 734,620	$ 834,539	$ 415,830
Enterprise client relationships
Acquisition
Estimated Useful Life (in years)		10 years
edX
Acquisition
Cash and cash equivalents	$ 11,901
Accounts receivable	6,608
Prepaid expenses and other assets	13,098
Property and equipment, net	529
Right-of-use assets	2,355
Other assets, non-current	572
Accounts payable and accrued expenses	(10,057)
Deferred revenue	(16,408)
Lease liability	(2,512)
Other liabilities	(32,981)
Amortizable intangible assets	133,700
Goodwill	406,204
Total	768,009
edX | Trade names
Acquisition
Identifiable-lived intangible assets	255,000
edX | Developed technology
Acquisition
Amortizable intangible assets	$ 15,400
Estimated Useful Life (in years)	3 years
edX | University client relationships
Acquisition
Amortizable intangible assets	$ 104,000
Estimated Useful Life (in years)	10 years
edX | Enterprise client relationships
Acquisition
Amortizable intangible assets	$ 14,300
Estimated Useful Life (in years)	10 years

Business Combination - Pro Form

Business Combination - Pro Forma Information (Details) - edX - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Acquisition
Pro forma revenue	$ 985,016	$ 818,700
Pro forma net loss	$ (273,889)	$ (323,277)
Pro forma net loss per share, basic (in dollars per share)	$ (3.67)	$ (4.81)
Pro forma net loss per share, diluted (in dollars per share)	$ (3.67)	$ (4.81)

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Property and equipment, gross	$ 89,664	$ 89,832
Accumulated depreciation and amortization	(43,809)	(41,182)
Property and equipment, net	45,855	48,650
Depreciation expense	11,300	12,500	$ 13,400
Computer hardware
Property and Equipment, Net
Property and equipment, gross	8,392	9,454
Furniture and office equipment
Property and Equipment, Net
Property and equipment, gross	9,453	16,739
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	67,188	57,972
Leasehold improvements in process
Property and Equipment, Net
Property and equipment, gross	$ 4,631	$ 5,667

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance		$ 904,918	$ 904,918	$ 486,209
Accumulated impairments		(70,379)	(70,379)	(70,379)
Beginning balance		834,539	834,539	415,830
Allocations			0	423,552
Adjustments			(17,348)
Impairment Charges	$ (50,200)	(28,800)	(78,991)
Foreign Currency Translation Adjustments			(3,580)	(4,843)
Ending balance			883,990	904,918
Accumulated impairments			(149,370)	(70,379)
Ending balance			734,620	834,539
Corporate, Non-Segment
Goodwill [Roll Forward]
Beginning balance		423,552	423,552	0
Allocations			(423,552)	423,552
Adjustments			0
Impairment Charges			0
Foreign Currency Translation Adjustments			0	0
Ending balance			0	423,552
Degree Program Segment | Operating Segments
Goodwill [Roll Forward]
Beginning balance		0	0
Accumulated impairments		0	0
Beginning balance		0	0
Allocations			198,378
Adjustments			(5,919)
Impairment Charges			0
Foreign Currency Translation Adjustments			0
Ending balance			192,459	0
Accumulated impairments			0	0
Ending balance			192,459	0
Alternative Credential Segment | Operating Segments
Goodwill [Roll Forward]
Beginning balance		481,366	481,366	486,209
Accumulated impairments		(70,379)	(70,379)	(70,379)
Beginning balance		$ 410,987	410,987	415,830
Allocations			225,174	0
Adjustments			(11,429)
Impairment Charges			(78,991)
Foreign Currency Translation Adjustments			(3,580)	(4,843)
Ending balance			691,531	481,366
Accumulated impairments			(149,370)	(70,379)
Ending balance			$ 542,161	$ 410,987

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) reportingUnit	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reporting units | reportingUnit		4
Impairment charge	$ 50,200	$ 28,800	$ 78,991
In process capitalized technology and content development			354,055	$ 410,523
Amortization of intangible assets			116,900	95,900	$ 83,100
In Process Capitalized Technology And Content Development
Finite-Lived Intangible Assets [Line Items]
In process capitalized technology and content development			53,900	$ 46,300
Operating Segments | Alternative Credential Segment
Finite-Lived Intangible Assets [Line Items]
Impairment charge			78,991
edX
Finite-Lived Intangible Assets [Line Items]
Working capital adjustment			5,000
Acquired assets and assumed liabilities of edX			$ 12,300

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Definite-lived intangible assets
Gross Carrying Amount			$ 742,744	$ 696,594
Accumulated Amortization			(388,689)	(286,071)
Net Carrying Amount			354,055	410,523
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Net Carrying Amount			$ 549,755	665,523
Impairment of indefinite lived intangibles	$ 29,300	$ 30,000
Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			3 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Average Useful Life (in years)			10 years
Trade names
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract]
Gross Carrying Amount			$ 255,000	255,000
Accumulated Impairments			(59,300)	0
Net Carrying Amount			195,700	255,000
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount			255,000	255,000
Accumulated Impairments			(59,300)	0
Net Carrying Amount			195,700	255,000
Capitalized technology
Definite-lived intangible assets
Gross Carrying Amount			226,761	199,766
Accumulated Amortization			(132,621)	(112,357)
Net Carrying Amount			$ 94,140	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
Definite-lived intangible assets
Gross Carrying Amount			$ 261,844	243,687
Accumulated Amortization			(177,154)	(125,599)
Net Carrying Amount			$ 84,690	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
Definite-lived intangible assets
Gross Carrying Amount			$ 210,138	211,680
Accumulated Amortization			(55,556)	(34,995)
Net Carrying Amount			$ 154,582	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
Definite-lived intangible assets
Gross Carrying Amount			$ 14,300	14,300
Accumulated Amortization			(1,609)	(179)
Net Carrying Amount			12,691	14,121
Trade names and domain names
Definite-lived intangible assets
Gross Carrying Amount			29,701	27,161
Accumulated Amortization			(21,749)	(12,941)
Net Carrying Amount			$ 7,952	$ 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	Dec. 31, 2022	Dec. 31, 2021
Future Amortization Expense
Net Carrying Amount	$ 354,055	$ 410,523
Excluding In Process Capitalized Technology and Content Development
Future Amortization Expense
2023	80,472
2024	64,893
2025	44,296
2026	30,516
2027	22,247
Thereafter	57,782
Net Carrying Amount	$ 300,206

Other Balance Sheet Details - N

Other Balance Sheet Details - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Prepaid assets	$ 20.5	$ 23
Deferred expenses incurred to integrate software	9.3	7
Amortization of capitalized software implementation costs	2.3	2.4	$ 1.3
Due to university client	$ 14.7	21.9
Employee retention tax credits		0.5
Accrued payroll taxes CARES Act		$ 5
Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Estimated Useful Life (in years)	3 years
Minimum | Capitalized technology
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Estimated Useful Life (in years)	3 years
Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Estimated Useful Life (in years)	10 years
Maximum | Capitalized technology
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Estimated Useful Life (in years)	5 years

Other Balance Sheet Details - A

Other Balance Sheet Details - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued university and instructional staff compensation	$ 30,807	$ 36,806
Accrued marketing expenses	15,988	26,469
Accrued transaction, integration and restructuring-related costs	464	4,072
Accrued compensation and related benefits	16,213	49,143
Accounts payable and other accrued expenses	46,548	48,233
Total accounts payable and accrued expenses	$ 110,020	$ 164,723

Commitments and Contingencies -

Commitments and Contingencies - Narratives (Details) $ in Millions	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation settlement	$ 37

Commitments and Contingencies_2

Commitments and Contingencies - Future Minimum Payments Due to University Clients (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Future Minimum Payments
2023	$ 1,125
2024	625
2025	625
2026	625
2027	625
Thereafter	1,275
Total future minimum payments to university clients	$ 4,900

Restructuring Charges - Additio

Restructuring Charges - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 33,239	$ 8,544	$ 6,811
2022 Strategic Realignment Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges	30,700
2022 Strategic Realignment Plan | Minimum
Restructuring Cost and Reserve [Line Items]
Additional restructuring charges	$ 35,000
Estimated remaining costs (in years)	1 year
2022 Strategic Realignment Plan | Maximum
Restructuring Cost and Reserve [Line Items]
Additional restructuring charges	$ 40,000
Estimated remaining costs (in years)	9 years

Restructuring Charges - Schedul

Restructuring Charges - Schedule of Restructuring Charges by Reportable Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 9,555	$ 5,014	$ 283
Degree Program Segment
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	24,528	7,736
Degree Program Segment | Other restructuring charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	2,300	7,736
Alternative Credential Segment
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	8,711	808
Alternative Credential Segment | Other restructuring charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	211	808
2022 Strategic Realignment Plan | Accelerated Amortization Of ROU Assets And Accelerated Depreciation
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	8,500
2022 Strategic Realignment Plan | Rent Expense
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	3,700
2022 Strategic Realignment Plan | Degree Program Segment
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	22,228	0
2022 Strategic Realignment Plan | Degree Program Segment | Severance and severance-related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	8,993	0
2022 Strategic Realignment Plan | Degree Program Segment | Lease and lease-related charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	11,215	0
2022 Strategic Realignment Plan | Degree Program Segment | Professional and other fees relating to restructuring activities
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	2,013	0
2022 Strategic Realignment Plan | Degree Program Segment | Other
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	7	0
2022 Strategic Realignment Plan | Alternative Credential Segment
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	8,500	0
2022 Strategic Realignment Plan | Alternative Credential Segment | Severance and severance-related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	6,431	0
2022 Strategic Realignment Plan | Alternative Credential Segment | Lease and lease-related charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	1,061	0
2022 Strategic Realignment Plan | Alternative Credential Segment | Professional and other fees relating to restructuring activities
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	0
2022 Strategic Realignment Plan | Alternative Credential Segment | Other
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 1,008	$ 0

Restructuring Charges - Sched_2

Restructuring Charges - Schedule of Adjustments to the Accrued Restructuring Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 1,735	$ 2,714
Additional Costs	20,618	1,965
Cash Payments	(15,661)	(2,944)
Ending Balance	6,692	1,735
Severance and severance-related costs | 2022 Strategic Realignment Plan
Restructuring Reserve [Roll Forward]
Beginning Balance	0	0
Additional Costs	14,762	0
Cash Payments	(9,537)	0
Ending Balance	5,225	0
Professional and other fees relating to restructuring activities | 2022 Strategic Realignment Plan
Restructuring Reserve [Roll Forward]
Beginning Balance	0	0
Additional Costs	1,777	0
Cash Payments	(854)	0
Ending Balance	923	0
Lease And Lease-Related Charges | 2022 Strategic Realignment Plan
Restructuring Reserve [Roll Forward]
Beginning Balance	0	0
Additional Costs	3,351	0
Cash Payments	(3,268)	0
Ending Balance	83	0
Other Restructuring
Restructuring Reserve [Roll Forward]
Beginning Balance	1,735	2,714
Additional Costs	728	1,965
Cash Payments	(2,002)	(2,944)
Ending Balance	$ 461	$ 1,735

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Renewal term (in years)		5 years
Option to terminate, term (in years)		1 year
Weighted average remaining lease term (in years)		6 years 10 months 24 days
Weighted average discount rate		10.70%
Operating lease payments		$ 24.5	$ 21.7
Lease liabilities arising from obtaining right-of-use assets		15.5	$ 28
Future sublease income expected to be earned		$ 3.1
Sublease Of Office Space
Lessee, Lease, Description [Line Items]
Remaining lease term		9 months 18 days
Sublease Of Office Space, Denver, Colorado
Lessee, Lease, Description [Line Items]
Remaining lease term		1 year 10 months 24 days
Restructuring	$ 4.8
Minimum
Lessee, Lease, Description [Line Items]
Contract term (in years)		1 year
Maximum
Lessee, Lease, Description [Line Items]
Contract term (in years)		11 years

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 20,943	$ 18,933
Short-term lease expense	470	185
Variable lease expense	6,877	6,279
Sublease income	(1,310)	(489)
Total lease expense	$ 26,980	$ 24,908

Leases - Maturities of Operatin

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Future minimum lease payments
2023	$ 24,541
2024	24,512
2025	20,750
2026	21,321
2027	21,916
Thereafter	51,931
Total lease payments	164,971
Less: imputed interest	(51,353)
Total lease liability	$ 113,618

Debt - Long-Term Debt (Details)

Debt - Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Less: unamortized debt discount and issuance costs	$ (17,666)	$ (107,777)
Total debt	936,144	852,520
Less: current portion of long-term debt	(7,580)	(7,204)
Total long-term debt	928,564	845,316
Term Loan Agreement
Debt Instrument [Line Items]
Net carrying amount	566,622	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	$ 3,688	$ 4,423

Debt - Narrative (Details)

Debt - Narrative (Details)

1 Months Ended

12 Months Ended

Jan. 11, 2023 USD ($) day $ / shares

Jan. 09, 2023 USD ($)

Jun. 25, 2020 USD ($)

Apr. 30, 2020 USD ($) day $ / shares

Apr. 30, 2020 USD ($) $ / shares

Dec. 31, 2022 USD ($) agreement

Dec. 31, 2021 USD ($)

Dec. 31, 2020 USD ($)

Jan. 31, 2023 USD ($)

Jan. 08, 2023 USD ($)

Nov. 04, 2021 USD ($)

Jun. 29, 2021 USD ($)

Debt Instrument [Line Items]

Cash interest payments

$ 43,800,000

$ 25,500,000

$ 10,800,000

Loss on debt extinguishment

0

1,101,000

11,671,000

Proceeds from debt

$ 696,000

569,477,000

371,681,000

Purchases of capped calls in connection with convertible senior notes

$ 50,540,000

Number of contracts (in contracts) | agreement

2

Standby Letters of Credit

Debt Instrument [Line Items]

Maximum borrowing capacity

$ 14,200,000

Prince Georges County Maryland

Debt Instrument [Line Items]

Interest rate (as a percent)

3%

Convertible senior notes

Debt Instrument [Line Items]

Net carrying amount

$ 380,000,000

380,000,000

Deferred government grant obligations

Debt Instrument [Line Items]

Net carrying amount

3,500,000

3,500,000

Interest payable

600,000

500,000

2025 Notes | Convertible senior notes

Debt Instrument [Line Items]

Interest rate (as a percent)

2.25%

2.25%

Principal

$ 380,000,000

$ 380,000,000

380,000,000

380,000,000

Interest expense, debt

$ 10,600,000

30,900,000

Proceeds from debt

$ 369,600,000

Debt instrument, effective interest rate (as a percent)

2.80%

Debt instrument, convertible, threshold percentage of stock price trigger

130%

Debt instrument, convertible, threshold trading days | day

20

Debt instrument, convertible, threshold consecutive trading days | day

30

Debt instrument, convertible, threshold consecutive trading days, sale price per share | day

5

Debt instrument, convertible, measurement period | day

10

Debt instrument, threshold percentage of sales price per share

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

2025 Notes | Convertible senior notes | Minimum | Subsequent Event | Outstanding on January 30, 2025

Debt Instrument [Line Items]

Principal

$ 40,000,000

2025 Notes | Convertible senior notes | Fair Value, Inputs, Level 2

Debt Instrument [Line Items]

Long-term debt, fair value

$ 241,600,000

$ 403,300,000

2025 Notes | Line of Credit | Minimum | Subsequent Event | Outstanding on January 1, 2025

Debt Instrument [Line Items]

Long-term debt, average amount outstanding

50,000,000

Term Loan Agreement | Line of Credit

Debt Instrument [Line Items]

Principal

$ 100,000,000

$ 475,000,000

Principal repayments

0.25%

0.25%

Debt instrument, effective interest rate percentage

9.10%

7.56%

Interest expense, debt

$ 51,200,000

$ 19,500,000

Term Loan Agreement | Line of Credit | Subsequent Event

Debt Instrument [Line Items]

Net carrying amount

$ 380,000,000

$ 567,000,000

Prepayment premium (as a percent)

1%

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 | Base Rate | Subsequent Event

Debt Instrument [Line Items]

Variable rate, applicable margin (as a percent)

5.50%

Term Loan Agreement | Line of Credit | Eurodollar

Debt Instrument [Line Items]

Interest rate (as a percent)

5.75%

Term Loan Agreement | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event

Debt Instrument [Line Items]

Variable rate, applicable margin (as a percent)

6.50%

Credit Agreement | Letter of Credit

Debt Instrument [Line Items]

Maximum borrowing capacity

$ 50,000,000

Debt instrument, principal amount of the lenders' commitments, maximum

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%

Senior Secured Term Loan Facility | Line of Credit

Debt Instrument [Line Items]

Senior secured term loan facility

$ 250,000,000

2030 Notes | Convertible senior notes | Subsequent Event

Debt Instrument [Line Items]

Interest rate (as a percent)

4.50%

Proceeds from debt

$ 127,100,000

Debt instrument, convertible, threshold percentage of stock price trigger

130%

Debt instrument, convertible, threshold trading days | day

20

Debt instrument, convertible, threshold consecutive trading days | day

30

Debt instrument, convertible, conversion ratio

0.1111111

Debt instrument, convertible, conversion price (in dollars per share) | $ / shares

$ 9

2030 Notes | Line of Credit | Subsequent Event

Debt Instrument [Line Items]

Principal

$ 147,000,000

$ 147,000,000

Revolving Loan Facility | Line of Credit | Subsequent Event

Debt Instrument [Line Items]

Principal

$ 40,000,000

Revolving Loan Facility | Line of Credit | Base Rate | Subsequent Event

Debt Instrument [Line Items]

Variable rate, applicable margin (as a percent)

4.50%

Revolving Loan Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event

Debt Instrument [Line Items]

Variable rate, applicable margin (as a percent)

5.50%

Debt - Net Carrying Amount (Det

Debt - Net Carrying Amount (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2020
Debt Instrument [Line Items]
Total debt	$ 936,144,000	$ 852,520,000
2025 Notes | Convertible Debt
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	(4,898,000)	(5,104,000)
Total debt	$ 375,102,000	$ 291,287,000

Debt - Future Principal Payment

Debt - Future Principal Payments (Details) - Term Loan Facility, Convertible Notes And Government Grants $ in Thousands	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
2023	$ 5,753
2024	560,869
2025	380,000
2026	0
2027	1,500
Thereafter	2,000
Total debt	$ 950,122

Other Income (Expense) (Details

Other Income (Expense) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Income and Expenses [Abstract]
Gain on sale of investment	$ 27,800	$ 0	$ 27,762	$ 0
Foreign currency loss		(4,205)	(2,491)	(1,429)
Other		390
Other			(2,947)	0
Total		$ (3,815)	$ 22,324	$ (1,429)

Income Taxes - Other (Details)

Income Taxes - Other (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Components of loss before income taxes
United States	$ (302,541)	$ (172,856)	$ (204,522)
Foreign	(20,513)	(23,106)	(13,476)
Loss before income taxes	$ (323,054)	$ (195,962)	$ (217,998)

Income Taxes - Components of In

Income Taxes - Components of Income Tax (Provision) Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current income tax (provision) benefit:
United States federal and state	$ (393)	$ (240)	$ (347)
Foreign	(224)	(636)	(249)
Total current income tax provision	(617)	(876)	(596)
Deferred income tax (provision) benefit:
United States federal and state	389	(389)	0
Foreign	1,131	2,461	2,110
Total deferred income tax benefit	1,520	2,072	2,110
Total income tax benefit	$ 903	$ 1,196	$ 1,514

Income Taxes - Statutory Federa

Income Taxes - Statutory Federal Income Tax Rate and the Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. statutory federal income tax rate	21%	21%	21%
U.S. state income taxes, net of federal benefits	4.30%	4.40%	5%
Foreign tax rate differential	0.10%	0.10%	0.30%
Non-deductible compensation	(0.50%)	(6.70%)	(2.00%)
Stock-based compensation	(1.10%)	6.70%	0.70%
Change in valuation allowance	(20.20%)	(26.50%)	(23.90%)
Other	(3.30%)	1.60%	(0.40%)
Effective tax rate	0.30%	0.60%	0.70%

Income Taxes - Components of De

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued expenses and other	$ 12,217	$ 12,095
Accrued compensation and related benefits	3,253	10,285
Property and equipment	676	100
Stock-based compensation	19,644	21,729
Deferred income	1,343	2,096
Lease liability	24,865	24,463
Interest expense carryforwards	27,405	12,868
Foreign net operating loss carryforwards	8,480	6,981
U.S. net operating loss carryforwards	218,319	208,585
Valuation allowance	(277,840)	(190,779)
Total deferred tax assets	38,362	108,423
Deferred tax liabilities:
Prepaid expenses and other	0	(322)
Right-of-use assets	(14,097)	(15,310)
Intangibles	(22,957)	(70,865)
Deferred rent	(383)	(414)
Nondeductible interest on debt discount	0	(22,083)
Total deferred tax liabilities	(37,437)	(108,994)
Net deferred tax assets (liabilities)	$ 925
Net deferred tax assets (liabilities)		$ (571)

Income Taxes - Carryforwards (D

Income Taxes - Carryforwards (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net Operating Loss And Tax Credit Carryovers [Line Items]
Increase in valuation allowance	$ 87,100,000
Uncertain tax positions recognized	0	$ 0
Income tax returns currently under examination	0
U.S.
Net Operating Loss And Tax Credit Carryovers [Line Items]
Operating loss carryforwards	832,400,000
Operating loss carryforwards, subject to expiration	265,000,000
operating loss carryforwards, not subject to expiration	567,400,000
Foreign
Net Operating Loss And Tax Credit Carryovers [Line Items]
Operating loss carryforwards	33,600,000
Operating loss carryforwards, subject to expiration	$ 800,000

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock and Stock-based Compensation (Details) $ in Thousands		12 Months Ended
	Aug. 06, 2020 USD ($) shares	Dec. 31, 2022 USD ($) plan shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 shares
Stockholders' Equity
Capital stock shares, authorized (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, shares outstanding (in shares)		78,334,666	75,754,663
Available shares of common stock reserved for future issuance (in shares)		28,727,505
Proceeds from issuance of common stock, net of offering costs | $	$ 299,800	$ 0	$ 0	$ 299,796
Number of stock-based compensation plans | plan		2
Restricted stock units
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		4,739,861
Performance restricted stock units
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		1,651,864
Stock options
Stockholders' Equity
Available shares of common stock reserved for future issuance (in shares)		5,195,538
Shares related to 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
Common Stock
Stockholders' Equity
Common stock, shares outstanding (in shares)		78,334,666	75,754,663	72,451,521	63,569,109
Sale of common stock (in shares)	6,800,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions

1 Months Ended

3 Months Ended

12 Months Ended

Jan. 31, 2022

Jan. 31, 2021

Jan. 31, 2020

Mar. 31, 2022

Mar. 31, 2021

Mar. 31, 2020

Dec. 31, 2019

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Jan. 01, 2023

Jan. 01, 2022

Jan. 30, 2014

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Available shares of common stock reserved for future issuance (in shares)

28,727,505

Option to purchase common stock, outstanding (in shares)

5,195,538

3,477,439

Weighted average exercise price (in dollars per share)

$ 25.28

$ 36.13

Aggregate intrinsic value of employee options exercised

$ 3.3

$ 6.8

$ 8.7

Granted (in shares)

3,203,323

0

Weighted average grant date fair value (in dollars per share)

$ 6.98

$ 11.48

Restricted stock units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Available shares of common stock reserved for future issuance (in shares)

4,739,861

Restricted stock units outstanding (in shares)

4,739,861

2,613,063

Total fair value of RSUs and PRSUs vested

$ 33.9

$ 57.8

$ 25

Total unrecognized compensation cost related to unvested RSUs

$ 43.2

Weighted average period for recognition of compensation cost

1 year 10 months 24 days

Granted (in shares)

5,290,062

Granted (in dollars per share)

$ 9.98

Unrecognized compensation cost period expected to be realized

1 year 10 months 24 days

Performance Restricted Stock Units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Available shares of common stock reserved for future issuance (in shares)

1,651,864

Restricted stock units outstanding (in shares)

1,651,864

1,121,277

Vesting period

3 years

Total fair value of RSUs and PRSUs vested

$ 1.9

$ 71.9

$ 28.5

Total unrecognized compensation cost related to unvested RSUs

$ 10.5

Weighted average period for recognition of compensation cost

1 year 9 months 18 days

Granted (in shares)

700,000

600,000

600,000

1,300,000

2,081,647

Aggregate weighted average grant date fair value for PRSU (in dollars per share)

$ 22.94

Aggregate grant date fair value of awards

$ 37.8

Granted (in dollars per share)

$ 23.46

$ 61.14

$ 22.45

$ 16.63

Unrecognized compensation cost period expected to be realized

1 year 9 months 18 days

Awarded (in shares)

1,900,000

Performance Restricted Stock Units | First performance period

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

112.70%

Performance Restricted Stock Units | One and Three Year Performance Based Vesting, Stock Price Achievement

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Granted (in shares)

600,000

100,000

Aggregate grant date fair value of awards

$ 20.4

$ 20

Granted (in dollars per share)

$ 20.07

$ 10.77

$ 40.69

Awarded (in shares)

1,700,000

400,000

Performance Restricted Stock Units | Three Year Performance Based Vesting, Stock Price Achievement

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Vesting period

3 years

3 years

Granted (in shares)

700,000

Aggregate grant date fair value of awards

$ 8.9

$ 9.1

Aggregate intrinsic value of employee options exercised

$ 0.2

Granted (in dollars per share)

$ 14.53

$ 61.94

Stock options

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Available shares of common stock reserved for future issuance (in shares)

5,195,538

Weighted average period for recognition of compensation cost

2 years

Expiration period

10 years

Compensation cost related to the nonvested awards not yet recognized

$ 15

Unrecognized compensation cost period expected to be realized

2 years

Minimum

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Vesting period

3 years

Minimum | Restricted stock units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Vesting period

3 years

Minimum | Performance Restricted Stock Units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

0%

0%

Minimum | Performance Restricted Stock Units | Three Year Performance Based Vesting, Stock Price Achievement

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

0%

0%

Maximum

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Vesting period

4 years

Maximum | Restricted stock units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Vesting period

4 years

Maximum | Performance Restricted Stock Units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

200%

200%

Maximum | Performance Restricted Stock Units | First performance period

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

100%

200%

200%

Maximum | Performance Restricted Stock Units | Second performance period

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

100%

0%

200%

Maximum | Performance Restricted Stock Units | Third performance period

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

0%

0%

Maximum | Performance Restricted Stock Units | Three Year Performance Based Vesting, Stock Price Achievement

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

PRSU award vesting (as a percent)

200%

200%

Equity Incentive Plan 2014

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Shares authorized under the plan (in shares)

2,800,000

Number of shares that may be added to the 2014 Plan (in shares)

5,943,348

Period of annual automatic increase in the number of shares authorized

10 years

Percentage applied on total number of shares of common stock outstanding on previous calendar year for automatic inclusion in the plan

5%

Increase in shares in available for future issuance (in shares)

3,782,719

Available shares of common stock reserved for future issuance (in shares)

3,753,633

Option to purchase common stock, outstanding (in shares)

4,673,230

Weighted average exercise price (in dollars per share)

$ 27.25

Equity Incentive Plan 2014 | Subsequent Event

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Increase in shares in available for future issuance (in shares)

3,916,733

Equity Incentive Plan 2014 | Restricted stock units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Restricted stock units outstanding (in shares)

4,739,861

Equity Incentive Plan 2014 | Performance Restricted Stock Units

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Restricted stock units outstanding (in shares)

1,651,864

Equity Incentive Plan 2014 | Maximum

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Number of options or stock awards available for grant under the plan (in shares)

5,943,348

2008 Equity Incentive Plan

Stock-based compensation expense included in the unaudited condensed consolidated statements of operations

Number of options or stock awards available for grant under the plan (in shares)

0

Option to purchase common stock, outstanding (in shares)

522,308

Weighted average exercise price (in dollars per share)

$ 7.70

Stockholders' Equity - Employee

Stockholders' Equity - Employee Stock Purchase Plan (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) offering shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of offering periods | offering	2
Percentage of purchase price to fair market value	85%
Maximum payroll deduction amount per calendar year | $	$ 25,000
Issuance of common stock in connection with employee stock purchase plan | $	$ 1,282,000	$ 3,583,000	$ 3,960,000
Available shares of common stock reserved for future issuance (in shares)	28,727,505
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Available shares of common stock reserved for future issuance (in shares)	379,670
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of common stock in connection with employee stock purchase plan (in shares)	136,039	150,685	146,570
Issuance of common stock in connection with employee stock purchase plan | $	$ 1,300,000	$ 3,600,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of payroll deduction	1%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of payroll deduction	15%
Issuance of common stock in connection with employee stock purchase plan (in shares)	1,000,000

Stockholders' Equity - Stock-ba

Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	$ 80,220	$ 97,766	$ 82,042
Curriculum and teaching
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	208	69	230
Servicing and support
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	15,543	15,352	14,033
Technology and content development
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	9,534	11,832	12,014
Marketing and sales
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	6,319	6,711	8,217
General and administrative
Stock-based compensation expense included in the unaudited condensed consolidated statements of operations
Total stock-based compensation expense	$ 48,616	$ 63,802	$ 47,548

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted and Performance Restricted Stock Units (Details) - $ / shares	1 Months Ended			3 Months Ended	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020	Dec. 31, 2019	Dec. 31, 2022
Restricted Stock Units (RSUs)
Restricted Stock Units [Roll Forward]
Outstanding balance at the beginning of the period (in shares)	2,613,063				2,613,063
Granted (in shares)					5,290,062
Vested (in shares)					(2,279,812)
Forfeited (in shares)					(883,452)
Outstanding balance at the end of the period (in shares)					4,739,861
Grant Date Fair Value [Roll Forward]
Outstanding at the beginning of the period (in dollars per share)	$ 32.29				$ 32.29
Granted (in dollars per share)					9.98
Vested (in dollars per share)					23.62
Forfeited (in dollars per share)					17.88
Outstanding at the end of the period (in dollars per share)					$ 14.24
Performance Restricted Stock Units
Restricted Stock Units [Roll Forward]
Outstanding balance at the beginning of the period (in shares)	1,121,277				1,121,277
Granted (in shares)	700,000	600,000	600,000	1,300,000	2,081,647
Vested (in shares)					(313,778)
Forfeited (in shares)					(1,237,282)
Outstanding balance at the end of the period (in shares)					1,651,864
Grant Date Fair Value [Roll Forward]
Outstanding at the beginning of the period (in dollars per share)	$ 48.62				$ 48.62
Granted (in dollars per share)	$ 23.46	$ 61.14	$ 22.45		16.63
Vested (in dollars per share)					12.28
Forfeited (in dollars per share)					39.39
Outstanding at the end of the period (in dollars per share)					$ 22.74

Stockholders' Equity - Fair Val

Stockholders' Equity - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Performance Restricted Stock Units
Fair value assumptions and methodology
Risk-free interest rate			1.51%
Risk-free interest rate minimum	0.39%	0.10%
Risk-free interest rate maximum	1.88%	0.26%
Expected term (years)			1 year
Expected volatility			75%
Expected volatility minimum	49%	85%
Expected volatility maximum	97%	89%
Dividend yield	0%	0%	0%
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			1.50%
Risk-free interest rate minimum	1.90%
Risk-free interest rate maximum	4.20%
Expected term (years)			6 years 14 days
Expected volatility			64%
Expected volatility minimum	75%
Expected volatility maximum	81%
Dividend yield	0%		0%
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 Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding balance at the beginning of the period (in shares)	3,477,439
Granted (in shares)	3,203,323	0
Exercised (in shares)	(324,965)
Forfeited (in shares)	(651,407)
Expired (in shares)	(508,852)
Outstanding balance at the end of the period (in shares)	5,195,538	3,477,439
Exercisable at the end of the period (in shares)	3,195,768
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)	10.71
Exercised (in dollars per share)	3.48
Forfeited (in dollars per share)	12.91
Expired (in dollars per share)	37.40
Outstanding balance at the end of the period (in dollars per share)	25.28	$ 36.13
Exercisable at the end of the period (in dollars per share)	$ 32.34
Weighted Average Remaining Contractual Term
Outstanding balance (in years)	5 years 10 months 17 days	3 years 10 months 13 days
Granted (in years)	7 years 25 days
Exercised (in years)	25 days
Exercisable (in years)	3 years 11 months 15 days
Aggregate Intrinsic Value
Outstanding balance at the end of the period	$ 78	$ 16,246
Exercisable at the end of the period	$ 76

Net Loss per Share (Details)

Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Potential dilutive securities that would have been anti-dilutive
Potential dilutive securities that would have been anti-dilutive due to net loss (in shares)	25,030,637	20,655,153	11,715,019
Numerator
Net loss	$ (322,151)	$ (194,766)	$ (216,484)
Denominator:
Weighted-average shares of common stock outstanding, basic (in shares)	77,327,850	74,580,115	67,142,976
Weighted-average shares of common stock outstanding, diluted (in shares)	77,327,850	74,580,115	67,142,976
Net loss per share, basic (in dollars per share)	$ (4.17)	$ (2.61)	$ (3.22)
Net loss per share, diluted (in dollars per share)	$ (4.17)	$ (2.61)	$ (3.22)
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)	5,195,538	3,477,439	3,916,867
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)	4,739,861	2,613,063	3,010,019
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)	1,651,864	1,121,277	1,355,296
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	3,432,837

Segment and Geographic Inform_3

Segment and Geographic Information - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments (in segments) | segment	2
Revenue	$ 963,080	$ 945,682	$ 774,533
Accounts receivable, net	62,826	67,287
Long-lived assets	1,810,859	2,109,006
Degree Program Segment
Segment Reporting Information [Line Items]
Revenue	571,608	592,288	486,676
Long-lived assets	$ 459,252	$ 546,572
Degree Program Segment | Customer concentration risk | University client 1 | Sales Revenue, Net
Segment Reporting Information [Line Items]
Revenue			$ 74,600
Percentage of concentration of credit risk			10%
Degree Program Segment | Credit concentration risk | University client 1 | Accounts receivable
Segment Reporting Information [Line Items]
Percentage of concentration of credit risk	12%	14%
Accounts receivable, net	$ 7,300	$ 9,800
Degree Program Segment | Credit concentration risk | University client 2 | Accounts receivable
Segment Reporting Information [Line Items]
Percentage of concentration of credit risk		13%
Accounts receivable, net		$ 8,800
Alternative Credential Segment
Segment Reporting Information [Line Items]
Revenue	391,472	353,394	$ 287,857
Long-lived assets	1,351,607	1,562,434
Alternative Credential Segment | Non-US
Segment Reporting Information [Line Items]
Revenue	107,200	98,500	$ 73,000
Long-lived assets	$ 4,500	$ 3,300

Segment and Geographic Inform_4

Segment and Geographic Information - Segment Results of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 963,080	$ 945,682	$ 774,533
Total segment profitability	$ 125,081	$ 66,577	$ 16,073
Total segment profitability margin	13%	7%	2%
Degree Program Segment
Segment Reporting Information [Line Items]
Total revenue	$ 571,608	$ 592,288	$ 486,676
Total segment profitability	$ 180,727	$ 126,141	$ 49,607
Total segment profitability margin	32%	21%	10%
Alternative Credential Segment
Segment Reporting Information [Line Items]
Total revenue	$ 391,472	$ 353,394	$ 287,857
Total segment profitability	$ (55,646)	$ (59,564)	$ (33,534)
Total segment profitability margin	(14.00%)	(17.00%)	(12.00%)

Segment and Geographic Inform_5

Segment and Geographic Information - Reconciliation of Net Loss to Total Segment Profitability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Net loss	$ (322,151)	$ (194,766)	$ (216,484)
Adjustments:
Stock-based compensation expense	80,220	97,766	82,042
Other (income) expense, net	3,815	(22,324)	1,429
Net interest expense	61,069	49,747	25,963
Income tax benefit	(903)	(1,196)	(1,514)
Depreciation and amortization expense	128,153	108,448	96,469
Loss on debt extinguishment	0	1,101	11,671
Impairment charge	138,291	0	0
Restructuring charges	33,239	8,544	6,811
Other	3,348	19,257	9,686
Total adjustments	447,232	261,343	232,557
Total segment profitability	125,081	66,577	16,073
Transaction costs	3,600	16,900	2,300
Stockholder activism costs	$ (300)	$ 2,400	$ 7,400

Segment and Geographic Inform_6

Segment and Geographic Information - Total Assets by Segment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total assets	$ 1,810,859	$ 2,109,006
Degree Program Segment
Segment Reporting Information [Line Items]
Total assets	459,252	546,572
Alternative Credential Segment
Segment Reporting Information [Line Items]
Total assets	$ 1,351,607	$ 1,562,434

Receivables and Contract Liab_3

Receivables and Contract Liabilities - Trade Accounts Receivable and Contract Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Accounts receivable, before allowance for credit loss, current	$ 80,468	$ 78,973
Less: Provision for credit losses	(17,642)	(11,686)
Trade accounts receivable, net	62,826	67,287
Degree Program Segment
Segment Reporting Information [Line Items]
Accounts receivable, before allowance for credit loss, current	20,612	31,762
Degree Program Segment unbilled revenue	8,496	4,440
Alternative Credential Segment
Segment Reporting Information [Line Items]
Accounts receivable, before allowance for credit loss, current	$ 51,360	$ 42,771

Receivables and Contract Liab_4

Receivables and Contract Liabilities - Change in Provision for Credit Losses for Trade Receivables (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of December 31, 2020	$ 11,686
Current period provision	6,393
Foreign currency translation adjustments	(36)
Other	(401)
Balance as of December 31, 2021	$ 17,642

Receivables and Contract Liab_5

Receivables and Contract Liabilities - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Percentage of other receivables that are current	83%
Minimum
Segment Reporting Information [Line Items]
Term of other receivables (in months)	12 months
Maximum
Segment Reporting Information [Line Items]
Term of other receivables (in months)	42 months
Degree Program Segment
Segment Reporting Information [Line Items]
Contract with customer, liability, revenue recognized	$ 1.5	$ 1.7
Capitalized contract cost	0.5	0.5
Alternative Credential Segment
Segment Reporting Information [Line Items]
Contract with customer, liability, revenue recognized	$ 77.9	$ 71.9

Receivables and Contract Liab_6

Receivables and Contract Liabilities - Other Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Receivables And Contract Liabilities Disclosure [Abstract]
Other receivables, amortized cost	$ 52,180	$ 52,428
Less: Provision for credit losses	(3,579)	(1,421)
Other receivables, net, non-current	48,601	51,007
Other receivables, net	33,813	29,439
Other receivables, net, non-current	$ 14,788	$ 21,568

Receivables and Contract Liab_7

Receivables and Contract Liabilities - Change in Provision for Credit Losses for Other Receivables (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Other Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of December 31, 2020	$ 1,421
Current period provision	2,216
Other	(58)
Balance as of December 31, 2021	$ 3,579

Receivables and Contract Liab_8

Receivables and Contract Liabilities - Other Receivables Credit Quality Indicators (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financing Receivable, Credit Quality Indicator [Line Items]
Other receivable year one	$ 35,902
Other receivable year two	9,157	$ 40,953
Other receivable year three	2,964	7,429
Other receivable year four	3,320	3,209
Other receivable year five	837	837
Other receivables, amortized cost	52,180	52,428
Mid
Financing Receivable, Credit Quality Indicator [Line Items]
Other receivable year one	14,005
Other receivable year two	3,773	14,352
Other receivable year three	1,239	2,992
Other receivable year four	1,363	1,312
Other receivable year five	392	392
Other receivables, amortized cost	20,772	19,048
High
Financing Receivable, Credit Quality Indicator [Line Items]
Other receivable year one	15,737
Other receivable year two	2,285	18,466
Other receivable year three	48	1,635
Other receivable year four	18	24
Other receivable year five	115	115
Other receivables, amortized cost	18,203	20,240
Low
Financing Receivable, Credit Quality Indicator [Line Items]
Other receivable year one	6,160
Other receivable year two	3,099	8,135
Other receivable year three	1,677	2,802
Other receivable year four	1,939	1,873
Other receivable year five	330	330
Other receivables, amortized cost	$ 13,205	$ 13,140

Receivables and Contract Liab_9

Receivables and Contract Liabilities - Contract Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total contract liabilities	$ 90,161	$ 91,926
Degree Program Segment
Segment Reporting Information [Line Items]
Total contract liabilities	1,245	3,462
Alternative Credential Segment
Segment Reporting Information [Line Items]
Total contract liabilities	$ 88,916	$ 88,464

Retirement Plan (Details)

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Defined Contribution Plan Disclosure [Line Items]
Eligible employees to contribute	100%
Contributions made by Company	$ 9.7	$ 7.8	$ 3.6
Defined Contribution Plan, Tranche One
Defined Contribution Plan Disclosure [Line Items]
Employee contribution	100%
Maximum matching contributions as a percentage of eligible compensation	2%
Defined Contribution Plan, Tranche Two
Defined Contribution Plan Disclosure [Line Items]
Employee contribution	50%
Maximum matching contributions as a percentage of eligible compensation	4%

Subsequent Event (Details)

Subsequent Event (Details) - USD ($)		12 Months Ended
	Jan. 11, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jan. 31, 2023	Jan. 09, 2023	Jan. 08, 2023	Nov. 04, 2021	Jun. 29, 2021
Subsequent Event [Line Items]
Proceeds from debt		$ 696,000	$ 569,477,000	$ 371,681,000
Convertible Debt
Subsequent Event [Line Items]
Net carrying amount		$ 380,000,000	$ 380,000,000
2030 Notes | Line of Credit | Subsequent Event
Subsequent Event [Line Items]
Principal	$ 147,000,000				$ 147,000,000
2030 Notes | Convertible Debt | Subsequent Event
Subsequent Event [Line Items]
Proceeds from debt	$ 127,100,000
Term Loan Agreement | Line of Credit
Subsequent Event [Line Items]
Principal								$ 100,000,000	$ 475,000,000
Term Loan Agreement | Line of Credit | Subsequent Event
Subsequent Event [Line Items]
Net carrying amount						$ 380,000,000	$ 567,000,000
Term Loan Agreement | Revolving Credit Facility | Subsequent Event
Subsequent Event [Line Items]
Principal					$ 40,000,000

Schedule II - Valuation and Q_2

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Provision for credit losses for trade accounts receivable:
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 11,686	$ 5,936	$ 1,331
Additions Charged to Expense/Against Revenue	6,393	6,794	4,642
Deductions	(437)	(1,044)	(37)
Balance at End of Period	17,642	11,686	5,936
Income tax valuation allowance:
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	190,779	137,767	116,244
Additions Charged to Expense/Against Revenue	87,061	53,012	21,523
Deductions	0	0	0
Balance at End of Period	$ 277,840	$ 190,779	$ 137,767