This website and other items we publish, including social media outlets, may contain forward-looking statements regarding 2U’s future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which are subject to substantial risks and uncertainties. All statements, other than statements of historical fact contained in this website and other items we publish, including statements regarding future results of operations and financial position of 2U, including financial targets, business strategy, and plans and objectives for future operations are forward-looking statements. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:

  • trends in the higher education market and the market for online education, and expectations for growth in those markets;
  • our ability to maintain minimum recurring revenues or other financial ratios during required periods through the maturity date of our Second Amended Credit Agreement;
  • the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers, accreditors and state and federal licensing bodies;
  • the impact of competition on our industry and innovations by competitors;
  • our ability to comply with evolving regulations and legal obligations related to data privacy, data protection and information security;
  • our expectations about the potential benefits of our cloud-based software-as-a-service technology and technology-enabled services to university clients and students;
  • our dependence on third parties to provide certain technological services or components used in our platform;
  • our expectations about the predictability, visibility and recurring nature of our business model;
  • our ability to meet the anticipated launch dates of our offerings;
  • our ability to acquire new clients and expand our offerings with existing university clients;
  • our ability to strategically exit certain programs that no longer align with our business objectives;
  • our ability to successfully integrate the operations of our acquisitions, including our acquisition of edX, to achieve the expected benefits of our acquisitions and manage, expand and grow the combined company;
  • our ability to refinance our indebtedness on attractive terms, if at all, to better align with our focus on profitability and address impending maturities;
  • our ability to service our substantial indebtedness and comply with the covenants and conversion obligations contained in the Indentures governing our Convertible Notes and the Second Amended Credit Agreement governing our Amended Term Loan Facilities;
  • our ability to implement our platform strategy and achieve the expected benefits;
  • our ability to generate sufficient future operating cash flows from recent acquisitions to ensure related goodwill is not impaired;
  • our ability to execute our growth strategy including expanding internationally and growing our enterprise business;
  • our ability to continue to recruit prospective students for our offerings;
  • our ability to maintain or increase student retention rates in our degree programs;
  • our ability to attract, hire and retain qualified employees;
  • our expectations about the scalability of our platform;
  • potential changes in laws, regulations or guidance applicable to us or our university clients;
  • our expectations regarding the amount of time our cash balances and other available financial resources will be sufficient to fund our operations;
  • the impact and cost of stockholder activism;
  • the potential negative impact of the significant decline in the market price of our common stock, including the impairment of goodwill and indefinite-lived intangible assets;
  • the impact of any natural disasters or public health emergencies, such as the coronavirus disease 2019 pandemic;
  • our expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties and/or their respective affiliates; and
  • other factors beyond our control.

These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed in our Forms 10-K, 10-Q, 8-K and other SEC filings. 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 website and other items we publish may not occur and actual results could differ materially and adversely from those anticipated. 2U assumes no obligation and does not intend to update these forward-looking statements, except as required by law.