2U, Inc. Reports Results for Third Quarter 2019

LANHAM, Md., Nov. 12, 2019 /PRNewswire/ -- 2U, Inc. (Nasdaq: TWOU), a global leader in education technology, today reported financial and operating results for the third quarter ended September 30, 2019 and updated its guidance for full-year 2019.

Results for Third Quarter 2019 Compared to Third Quarter 2018

    --  Revenue increased 44% to $153.8 million
    --  Graduate Program Segment revenue increased 15% to $103.4 million
    --  Alternative Credential Segment revenue increased 192% to $50.4 million,
        including $29.2 million in revenue from the Trilogy acquisition
        completed in May 2019
    --  Net loss increased $131.2 million to $141.1 million, or $(2.23) per
        share

Non-GAAP Results for Third Quarter 2019 Compared to Third Quarter 2018

    --  Adjusted net loss increased $25.6 million to $26.2 million, or $(0.41)
        per share
    --  Adjusted EBITDA loss increased to $10.7 million

"Our strong topline growth and recent pipeline wins, bolstered by the success of our strategic M&A, validate our position as a leader in the digital transformation of higher education," Co-Founder and Chief Executive Officer Christopher "Chip" Paucek said. "2U's expanding portfolio of 72 top tier universities and over 300 offerings are testaments to the ongoing strength of our partnership model and to the quality of the student outcomes we deliver."

Chief Financial Officer Paul Lalljie commented, "I chose to join 2U because of its mission and unique position as a leader in the education technology market. I feel good about our performance this quarter, and I am confident about the guidance we provided. As we continue to invest in the quality of our solutions, we want to take a closer look at improving the efficiency of our operations. With disciplined cost management and focused execution behind working capital initiatives, we expect to drive improved cash flow progression company-wide. Additionally, we will accelerate our integration of the Trilogy acquisition."

Discussion of Third Quarter 2019 Results

Revenue totaled $153.8 million, a 44% increase from $107.0 million in the third quarter of 2018. Graduate Program Segment revenue grew 15% to $103.4 million driven by a 25% increase in full course equivalent enrollments, partially offset by an 8% decrease in average revenue per full course equivalent enrollment. Alternative Credential Segment revenue increased 192% to $50.4 million, driven by full course equivalent enrollments of 14,729.

Costs and expenses totaled $288.8 million, a 143% increase from $118.8 million in the third quarter of 2018. This $169.9 million increase was driven by a $70.4 million non-cash impairment of goodwill related to the carrying value of the boot camp business acquired in 2019 within the company's Alternative Credential Segment, $9.1 million in acquisition-related transaction, integration, and organizational restructuring-related costs, and $59.9 million of incremental operating costs resulting from the acquisition of Trilogy. The remainder is primarily attributable to increases in costs related to direct marketing, personnel, and curriculum and teaching. These cost increases are due to new offerings and growth in existing offerings, increased depreciation and amortization expense associated with implementing new features and capabilities in the company's platform, and content for the company's offerings. For a further discussion of the non-cash impairment of goodwill, see Note 4 to the company's unaudited financial statements included in its periodic report on Form 10-Q for the quarter ended September 30, 2019.

As of September 30, 2019, the company's cash and cash equivalents totaled $154.1 million, a decrease of $64.6 million from $218.7 million as of June 30, 2019, and a decrease of $295.7 million from $449.8 million as of December 31, 2018. The $64.6 million decrease from June 30, 2019 was primarily driven by a use of cash from operations of $37.7 million and additions of amortizable intangible assets related to content and technology of $18.5 million. As of September 30, 2019, the company reported outstanding long-term debt of $253.5 million principally related to its term loan facility maturing in May 2024.

Business Outlook for Fiscal Year 2019

The company updated its full year 2019 guidance measures provided on July 30, 2019:

    --  Revenue to range from $570.0 million to $575.0 million, or growth of 38%
        to 40%
    --  Net loss to range from $238.8 million to $232.8 million, or $(3.89) to
        $(3.79) per share
    --  Adjusted net loss to range from $78.5 million to $72.5 million
    --  Adjusted EBITDA loss to range from $28.0 million to $22.0 million
    --  Weighted-average shares of common stock outstanding of 61.4 million

Non-GAAP Measures

To provide investors and others with additional information regarding 2U's results, the company has disclosed the following non-GAAP financial measures: adjusted EBITDA (loss), adjusted net income (loss), and adjusted net income (loss) per share. The company has provided a reconciliation of each non-GAAP financial measure used in this earnings release to the most directly comparable GAAP financial measure. The company defines adjusted EBITDA (loss) as net income or net loss, as applicable, before net interest income (expense), taxes, depreciation and amortization expense, foreign currency gains or losses, acquisition-related gains or losses, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, impairment charges, and stock-based compensation expense. The company defines adjusted net income (loss) as net income or net loss, as applicable, before foreign currency gains or losses, acquisition-related gains or losses, deferred revenue fair value adjustments, transaction costs, integration costs, restructuring-related costs, impairment charges, and stock-based compensation expense. Adjusted net income (loss) per share is calculated as adjusted net income (loss) divided by diluted weighted-average shares of common stock outstanding for periods which result in adjusted net income, and basic weighted-average shares outstanding for periods which result in an adjusted net loss.

The company's management uses these non-GAAP financial measures to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate the company's financial performance. Management believes these non-GAAP financial measures reflect the company's ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in the company's business as they exclude expenses that are not reflective of ongoing operating results. Management also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the company's operating results and prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.

The use of adjusted EBITDA (loss), adjusted net income (loss), and adjusted net income (loss) per share measures have certain limitations, as they do not reflect all items of income and expense that affect the company's operations. The company compensates for these limitations by reconciling the non-GAAP financial measures to the most comparable GAAP financial measures. These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Management encourages investors and others to review the company's financial information in its entirety and not rely on a single financial measure.

Conference Call Information



     What:      
     2U, Inc.'s third quarter 2019 financial results conference call



     When:      
     Tuesday, November 12, 2019



     Time:      
     5 p.m. ET


      Live Call: 
     (877) 359-9508


      Webcast:   
     investor.2U.com

About 2U, Inc. (Nasdaq: TWOU)

Eliminating the back row in higher education is not just a metaphor--it's our mission. For more than a decade, 2U, Inc., a global leader in education technology, has been a trusted partner and brand steward of great universities. We build, deliver, and support more than 300 digital and in-person educational offerings, including graduate degrees, professional certificates, Trilogy-powered boot camps, and GetSmarter short courses. Together with our partners, 2U has positively transformed the lives of more than 170,000 students and lifelong learners. To learn more, visit 2U.com. #NoBackRow

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements regarding 2U, Inc.'s future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements regarding the acquisition of Trilogy and future results of the operations and financial position of 2U, including financial targets, business strategy, and plans and objectives for future operations, are forward-looking statements. 2U has based these forward-looking statements largely on its estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs as of the date of this press release. The company undertakes no obligation to update these statements as a result of new information or future events. These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from the results predicted, including, but not limited to:

    --  trends in the higher education market and the market for online
        education, and expectations for growth in those markets;
    --  the acceptance, adoption and growth of online learning by colleges and
        universities, faculty, students, employers, accreditors and state and
        federal licensing bodies;
    --  the company's ability to comply with evolving regulations and legal
        obligations related to data privacy, data protection and information
        security;
    --  the company's expectations about the potential benefits of its
        cloud-based software-as-a-service, or SaaS, technology and
        technology-enabled services to university clients and students;
    --  the company's dependence on third parties to provide certain
        technological services or components used in its platform;
    --  the company's ability to meet the anticipated launch dates of its
        educational offerings;
    --  the company's expectations about the predictability, visibility and
        recurring nature of its business model;
    --  the company's ability to acquire new university clients and expand its
        offerings with existing university clients;
    --  its ability to successfully integrate the operations of its
        acquisitions, including Get Educated International Proprietary Limited,
        or GetSmarter, and Trilogy Education Services, Inc., or Trilogy, achieve
        the expected benefits of its acquisitions and manage, expand and grow
        the combined company;
    --  the company's expectations regarding the amount of time its cash
        balances and other available financial resources will be sufficient to
        fund its operations;
    --  the company's ability to service its substantial indebtedness and comply
        with the financial and other restrictive covenants contained in the
        credit agreement governing its senior secured term loan facility;
    --  the company's ability to generate sufficient future operating cash flows
        from recent acquisitions to ensure related goodwill is not impaired;
    --  the company's ability to execute its growth strategy in the
        international, undergraduate and non-degree alternative markets;
    --  the company's ability to continue to acquire prospective students for
        its offerings;
    --  the company's ability to affect or increase student retention in its
        graduate programs;
    --  the company's ability to attract, hire and retain qualified employees;
    --  the company's expectations about the scalability of its cloud-based
        platform;
    --  the company's expectations regarding future expenses in relation to
        future revenue; and
    --  potential changes in regulations applicable to the company or its
        university clients.

These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the heading "Risk Factors" in 2U's Annual Report on Form 10-K for the year ended December 31, 2018, as amended and supplemented by risks and uncertainties under the heading "Risk Factors" in 2U's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and other reports filed with the Securities and Exchange Commission. Moreover, 2U operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for 2U management to predict all risks, nor can 2U assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements 2U may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated.

Investor Relations Contact: Ed Goodwin, 2U, Inc., egoodwin@2U.com

Media Contact: Glenda Felden, 2U, Inc., media@2U.com


                                                                                                      
              
                2U, Inc.
                                                                                                  
           Condensed Consolidated Balance Sheets
                                                                                                
       (in thousands, except share and per share amounts)




                                                                                                                                                       September 30,                 December 31,
                                                                                                                                                                2019                          2018

                                                                                                                                                                                              ---

                                                                                                                                                        (unaudited)



              
                Assets



              
                Current assets



              Cash and cash equivalents                                                                                                                               $
        154,091                         $
      449,772



              Restricted cash                                                                                                                                16,739



              Investments                                                                                                                                         -                                 25,000



              Accounts receivable, net                                                                                                                       84,797                                  32,636



              Prepaid expenses and other assets                                                                                                              39,239                                  14,272




              Total current assets                                                                                                                          294,866                                 521,680



              
                Property and equipment, net                                                                                                       56,105                                  52,299



              
                Right-of-use assets                                                                                                               40,391



              
                Goodwill                                                                                                                         414,027                                  61,852



              
                Amortizable intangible assets, net                                                                                               336,373                                 136,605



              
                University payments and other assets, non-current                                                                                 71,808                                  34,918




              
                Total assets                                                                                                                             $
        1,213,570                         $
      807,354




              
                Liabilities and stockholders' equity



              
                Current liabilities



              Accounts payable and accrued expenses                                                                                                                    $
        59,607                          $
      27,647



              Accrued compensation and related benefits                                                                                                      27,256                                  23,001



              Deferred revenue                                                                                                                               58,634                                   8,345



              Lease liability                                                                                                                                 7,104



              Other current liabilities                                                                                                                      12,362                                   9,487



              Total current liabilities                                                                                                                     164,963                                  68,480



              
                Long-term debt                                                                                                                   245,856                                   3,500



              
                Deferred tax liabilities, net                                                                                                      6,172                                   6,949



              
                Lease liability, non-current                                                                                                      62,709



              
                Other liabilities, non-current                                                                                                       812                                  23,416




              
                Total liabilities                                                                                                                480,512                                 102,345




              
                Stockholders' equity



              Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued                                                                         -



              Common stock, $0.001 par value, 200,000,000 shares authorized, 63,388,705 shares                                                                   63                                      58
    issued and outstanding as of September 30, 2019; 57,968,493 shares issued
    and outstanding as of December 31, 2018



              Additional paid-in capital                                                                                                                  1,180,298                                 957,631



              Accumulated deficit                                                                                                                         (434,804)                               (244,166



              Accumulated other comprehensive loss                                                                                                         (12,499)                                 (8,514




              
                Total stockholders' equity                                                                                                       733,058                                 705,009




              
                Total liabilities and stockholders' equity                                                                                               $
        1,213,570                         $
      807,354


                                                                                                              
              
                2U, Inc.
                                                                                    
                Condensed Consolidated Statements of Operations and Comprehensive Loss
                                                                                         
                (unaudited, in thousands, except share and per share amounts)




                                                                                                                          Three Months Ended                                            Nine Months Ended
                                                                                                                 September 30,                                                September 30,


                                                                                                  2019                                 2018                       2019                          2018

                                                                                                                                                                                              ---


              
                Revenue                                                                        $
              153,798                                           $
       106,963                         $
         411,493      $
         296,674



              
                Costs and expenses



              Curriculum and teaching                                                          21,336                                             6,351                                     41,345                    16,665



              Servicing and support                                                            27,351                                            16,586                                     71,518                    49,116



              Technology and content development                                               34,132                                            16,361                                     79,969                    45,436



              Marketing and sales                                                              93,521                                            60,548                                    260,231                   171,982



              General and administrative                                                       42,040                                            18,974                                     93,471                    63,323



              Impairment charge                                                                70,379                                                                                      70,379




              
                Total costs and expenses                                           288,759                                           118,820                                    616,913                   346,522




              
                Loss from operations                                             (134,961)                                         (11,857)                                 (205,420)                 (49,848)



              Interest income                                                                     924                                             1,799                                      5,087                     3,053



              Interest expense                                                                (5,651)                                             (27)                                   (8,130)                     (81)



              Other expense, net                                                                (710)                                            (273)                                   (1,093)                  (1,493)




              
                Loss before income taxes                                         (140,398)                                         (10,358)                                 (209,556)                 (48,369)



              
                Income tax (expense) benefit                                         (714)                                              414                                     18,918                     5,207




              
                Net loss                                                                     $
              (141,112)                                          $
       (9,944)                      $
         (190,638)    $
         (43,162)




              
                Net loss per share, basic and diluted                                           $
              (2.23)                                           $
       (0.17)                         $
         (3.14)      $
         (0.78)




              
                Weighted-average shares of common stock                         63,358,890                                        57,663,361                                 60,690,536                55,128,845
    outstanding, basic and diluted




              
                Other comprehensive loss



              Foreign currency translation adjustments, net of tax of                         (5,856)                                          (2,781)                                   (3,985)                 (12,327)
                                                                       $0 for all periods presented




              
                Comprehensive loss                                                           $
              (146,968)                                         $
       (12,725)                      $
         (194,623)    $
         (55,489)


                                                                                              
              
                2U, Inc.
                                                                                         
       Condensed Consolidated Statements of Cash Flows
                                                                                           
                (unaudited, in thousands)




                                                                                                                                                                      Nine Months Ended
                                                                                                                                                            September 30,


                                                                                                                                                  2019                             2018

                                                                                                                                                                                   ---


     
                Cash flows from operating activities



     
                Net loss                                                                                                                            $
            (190,638)                        $
       (43,162)



     Adjustments to reconcile net loss to net cash used in operating activities:



     Depreciation and amortization expense                                                                                                     46,639                                     23,382



     Stock-based compensation expense                                                                                                          36,086                                     24,064



     Non-cash lease expense                                                                                                                     8,407



     Bad debt expense                                                                                                                           1,785



     Impairment charge                                                                                                                         70,379



     Changes in operating assets and liabilities:



     Accounts receivable, net                                                                                                                (39,743)                                  (35,543)



     Payments to university clients                                                                                                          (22,257)                                  (11,066)



     Prepaid expenses and other assets                                                                                                        (6,760)                                   (5,426)



     Accounts payable and accrued expenses                                                                                                     12,712                                     10,796



     Accrued compensation and related benefits                                                                                                  (109)                                     1,185



     Deferred revenue                                                                                                                          20,162                                     12,210



     Other liabilities, net                                                                                                                  (24,263)                                   (3,976)



     Other                                                                                                                                      1,939                                      1,493




     
                Net cash used in operating activities                                                                                      (85,661)                                  (26,043)



     
                Cash flows from investing activities



     Purchase of a business, net of cash acquired                                                                                           (388,004)



     Additions of amortizable intangible assets                                                                                              (50,950)                                  (51,713)



     Purchases of property and equipment                                                                                                     (11,310)                                   (8,027)



     Purchase of investments                                                                                                                 (10,000)                                  (25,000)



     Proceeds from maturities of investments                                                                                                   25,000



     Advances made to university clients                                                                                                        (100)                                     (300)



     Advances repaid by university clients                                                                                                        350                                         25



     Other                                                                                                                                          4




     
                Net cash used in investing activities                                                                                     (435,010)                                  (85,015)



     
                Cash flows from financing activities



     Proceeds from issuance of common stock, net of offering costs                                                                                  -                                   330,862



     Proceeds from exercise of stock options                                                                                                    2,942                                      7,032



     Proceeds from debt                                                                                                                       243,726



     Tax withholding payments associated with settlement of restricted stock units                                                            (2,573)                                   (3,450)



     Proceeds from ESPP share purchases                                                                                                         1,895                                      1,278



     Payments for acquisition of amortizable intangible assets                                                                                (1,283)                                   (4,900)



     Payment of debt issuance costs                                                                                                           (1,953)




     
                Net cash provided by financing activities                                                                                   242,754                                    330,822



     
                Effect of exchange rate changes on cash                                                                                     (1,025)                                     (908)




     
                Net (decrease) increase in cash, cash equivalents and restricted cash                                                     (278,942)                                   218,856



     
                Cash, cash equivalents and restricted cash, beginning of period                                                             449,772                                    223,370




     
                Cash, cash equivalents and restricted cash, end of period                                                                             $
            170,830                          $
       442,226


                                                                                                                                          
              
                2U, Inc.
                                                                                                                                  
                Reconciliation of Non-GAAP Measures
                                                                                                                                              
                (unaudited)





              The following table presents a reconciliation of net loss to adjusted net loss for each of the periods indicated:




                                                                                                                                              Three Months Ended                                             Nine Months Ended
                                                                                                                                     September 30,                                                  September 30,


                                                                                                                             2019                                2018                       2019                                2018



                                                                                                                                      
              
                (in thousands, except share and per share amounts)



              Net loss                                                                                                            $
              (141,112)                                         $
              (9,944)                 $
        (190,638)    $
       (43,162)



              Adjustments:



              Foreign currency loss                                                                                          710                                              273                                            1,093               1,493



              Amortization of acquired intangible assets                                                                  11,096                                            1,446                                           17,863               4,723



              Income tax benefit on amortization of acquired                                                               (393)                                           (396)                                         (1,165)            (1,294)
    intangible assets



              Acquisition-related income tax expense (benefit)                                                             1,504                                                                                         (17,758)            (2,987)



              Deferred revenue fair value adjustment                                                                       5,927                                                                                            9,279



              Transaction costs                                                                                               92                                                                                            4,466



              Integration costs                                                                                            2,436                                                                                            2,493



              Restructuring-related costs                                                                                  6,581                                                                                            7,174



              Impairment charge                                                                                           70,379                                                                                           70,379



              Stock-based compensation expense                                                                            16,535                                            7,933                                           36,086              24,064




              Total adjustments                                                                                          114,867                                            9,256                                          129,910              25,999




              Adjusted net loss                                                                                                    $
              (26,245)                                           $
              (688)                  $
        (60,728)    $
       (17,163)




              Net loss per share, basic and diluted                                                                                  $
              (2.23)                                          $
              (0.17)                    $
        (3.14)      $
       (0.78)




              Adjusted net loss per share, basic and diluted                                                                         $
              (0.41)                                          $
              (0.01)                    $
        (1.00)      $
       (0.31)




              Weighted-average shares of common stock                                                                 63,358,890                                       57,663,361                                       60,690,536          55,128,845
    outstanding, basic and diluted



     The following table presents a reconciliation of net loss to adjusted EBITDA (loss) for each of the periods indicated:




                                                                                                                        Three Months Ended                                         Nine Months Ended
                                                                                                               September 30,                                             September 30,


                                                                                                      2019                                 2018                   2019                               2018



                                                                                                                                 
              
             (in thousands)



     Net loss                                                                                               $
              (141,112)                                     $
              (9,944)                $
       (190,638)    $
       (43,162)



     Adjustments:



     Interest income                                                                                (924)                                      (1,799)                                        (5,087)           (3,053)



     Interest expense                                                                               5,651                                            27                                           8,130                 81



     Foreign currency loss                                                                            710                                           273                                           1,093              1,493



     Income tax expense (benefit)                                                                     714                                         (414)                                       (18,918)           (5,207)



     Depreciation and amortization expense                                                         22,288                                         8,599                                          46,639             23,382



     Deferred revenue fair value adjustment                                                         5,927                                                                                        9,279



     Transaction costs                                                                                 92                                                                                        4,466



     Integration costs                                                                              2,436                                                                                        2,493



     Restructuring-related costs                                                                    6,581                                                                                        7,174



     Impairment charge                                                                             70,379                                                                                       70,379



     Stock-based compensation expense                                                              16,535                                         7,933                                          36,086             24,064




     Total adjustments                                                                            130,389                                        14,619                                         161,734             40,760




     Adjusted EBITDA (loss)                                                                                  $
              (10,723)                                       $
              4,675                  $
       (28,904)     $
       (2,402)


                                                                                                            
              
                2U, Inc.
                                                                                                    
                Reconciliation of Non-GAAP Measures
                                                                                                                
                (unaudited)




      The following table presents (i) a reconciliation of net loss guidance to adjusted net income (loss) guidance and adjusted EBITDA (loss) guidance and (ii) a reconciliation of net loss per share guidance to adjusted net income
       (loss) per share guidance, each at the midpoint of the ranges provided by the company, for each of the periods indicated:




                                                                                                                                                                            
              
                Year Ending

                                                                                                                                                                                                 December 31, 2019


                                                                                                                                                       
              
                $                         
              
                $/Share

                                                                                                                                                                                                                                     ---

                                                                                                                                                                                           (in millions, except per share
                                                                                                                                                                                                      amounts)



     Net loss                                                                                                                                                                     $
              (235.8)                                                    $
     (3.84)



     Foreign currency loss                                                                                                                                                  1.0                                                               0.02



     Amortization of acquired intangible assets                                                                                                                            28.4                                                               0.46



     Income tax benefit on amortization of acquired intangible assets                                                                                                     (1.6)                                                            (0.02)



     Acquisition-related income tax benefit                                                                                                                              (17.8)                                                            (0.29)



     Deferred revenue fair value adjustment                                                                                                                                11.1                                                               0.18



     Transaction costs                                                                                                                                                      4.5                                                               0.07



     Integration costs                                                                                                                                                      2.5                                                               0.04



     Restructuring-related costs                                                                                                                                            8.7                                                               0.14



     Impairment charge                                                                                                                                                     70.4                                                               1.15



     Stock-based compensation expense                                                                                                                                      53.1                                                               0.86

                                                                                                                                                                                                                                               ---


     Adjusted net loss                                                                                                                                                   (75.5)                                                            (1.23)



     Interest income                                                                                                                                                      (5.5)                                                         
           *



     Interest expense                                                                                                                                                      14.1                                                          
           *



     Income tax expense                                                                                                                                                     0.5                                                          
           *



     Depreciation and amortization expense                                                                                                                                 41.4                                                          
           *




     Adjusted EBITDA loss                                                                                                                                                          $
              (25.0)                                              
       *

                                                                                                                                                                                                                                                      ===


     Projected weighted-average shares of common stock outstanding, basic                                                                                                                                                        61.4





     *       Not provided.


                                                                                                                                                                                                                                          
              
                2U, Inc.
                                                                                                                                                                                                                                        
     Key Business and Financial Performance Metrics
                                                                                                                                                                                                                                              
                (unaudited)





              
                Full Course Equivalent Enrollments





              
                
                  Graduate Program Segment





              The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment in the company's Graduate Program Segment for the last eight quarters.




                                                                                                               Q4 '17                                               Q1 '18                                     Q2 '18          Q3 '18                        Q4 '18                        Q1 '19 Q2 '19              Q3 '19




              Graduate Program Segment full                                                                   27,082                                                          29,770                                            30,548                                             32,665            34,695                 39,512          39,180     40,910
    course equivalent enrollments



              Graduate Program Segment                                                                                 $
              2,758                                                                             $
     2,706                                          $
              2,658                    $
     2,747               $
     2,792        $
     2,637   $
     2,588 $
     2,527
    average revenue per full course
    equivalent enrollment



     
                
                  Alternative Credential Segment





     The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment in the company's Alternative Credential Segment for the last eight quarters.




                                                                                                                                                                                                                   Q4 '17          Q1 '18       Q2 '18          Q3 '18   Q4 '18           Q1 '19 Q2 '19*              Q3 '19*




     Alternative Credential Segment full course equivalent enrollments                                                                                                                                             6,751                 6,002                    8,222            8,937              9,041                  9,128          12,662     14,729



     Alternative Credential Segment average revenue per full course equivalent enrollment                                                                                                                                $
     1,777                     $
     1,954                 $
     1,972                     $
     1,930               $
     2,015        $
     1,979   $
     2,955 $
     3,825



     *            The Trilogy acquisition, completed on May 22, 2019, is fully incorporated in the
                   company's results
        from that date forward. Average revenue per full course equivalent enrollment for
        the company's
        Alternative Credential Segment includes $3.3 million and $6.0 million of purchase
        accounting
       adjustments for the second and third quarters of 2019, respectively.

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SOURCE 2U, Inc.