Item 2.02 Results of Operations and Financial Condition

On October 27, 2020, 2U, Inc. (the "Company") issued a press release announcing its results for the quarter ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 2.02, and Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits






(d)      Exhibits



Exhibit                             Exhibit Description
Number
  99.1        Press release, dated October 27, 2020, "2U, Inc. Reports Results
            for Third Quarter 2020."
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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