What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-22 compared with 2020-02-20 · 91 added, 65 removed, 91 unchanged (63% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.

2 unchanged sentences

Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Management's Annual Report on Internal Control Over Financial Reporting

(b) Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended).

1 unchanged sentence

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework).

The Company has excluded the financial results of Thinkful, Inc.

from its evaluation of its internal control over financial reporting, which financial results are included in the December 31, 2019 consolidated financial statements and constituted less than 1% of total assets as of December 31, 2019 , and less than 1% of total net revenues for the year ended December 31, 2019 .

The Company has excluded the financial results of Mathway from its evaluation of its internal control over financial reporting, which financial results are included in the December 31, 2020 consolidated financial statements and constituted less than 1% of total assets as of December 31, 2020, and approximately 2% of total net revenues during the year ended December 31, 2020.

All control systems are subject to inherent limitations.

1 unchanged sentence

Additionally, our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company's internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2020, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We continue to monitor the impact of the COVID-19 pandemic and, despite many of our employees working remotely, have not experienced any changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

T a b l e o f C o n t e n t s

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3 unchanged sentences

We have adopted a code of ethics, our Code of Business Conduct and Ethics, which applies to all employees, including our principal executive officer, our principal financial officer, and all other executive officers, and our board of directors.

The Code of Business Conduct and Ethics is available on our web-site at investor.chegg.com under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

The Code of Business Conduct and Ethics is available on our website at investor.chegg.com under “Corporate Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

EXECUTIVE COMPENSATION

7 unchanged sentences

3 Ratification of Independent Registered Public Accounting Firm.”

T a b l e o f C o n t e n t s

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Consolidated Financial Statements

Reports of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

7 unchanged sentences

Years Ended December 31, 2020, 2019, and 2018

(Release) Provision for Bad Debts

Net Write-offs

Allowance for doubtful accounts

Provision (Release) for Bad Debts Net Write-offs Balance at

Accounts receivable allowance

2020 $ 56 $ 191 $ ( 94 ) $ 153

2019 229 ( 79 ) ( 94 ) 56

2018 259 142 ( 172 ) 229

Years Ended December 31, 2020, 2019, and 2018

Provision for Refunds

Refunds Issued

Provision for Refunds Refunds Issued Balance at

Refund reserve

2020 $ 554 $ 44,171 $ ( 43,210 ) $ 1,515

2019 396 24,987 ( 24,829 ) 554

2018 282 21,240 ( 21,126 ) 396

All other financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.

Incorporated by Reference

Exhibit Form File No.

Filing Date Exhibit No.

Restated Certificate of Incorporation of Chegg, Inc.

effective November 18, 2013

10-K 001-36180 3/4/16 3.01

Amended and Restated Bylaws of Chegg, Inc., as amended on September 19, 2018.

8-K 001-36180 9/20/18 3.1

Form of Chegg, Inc.’s Common Stock Certificate

S-1/A 333-190616 10/01/13 4.01

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

10-K 001-36180 2/20/20 4.04

T a b l e o f C o n t e n t s

Indenture dated April 3, 2018 between Chegg, Inc.

and Wells Fargo Bank, National Association.

8-K 001-36180 4/3/18 4.1

Indenture dated March 26, 2019 between Chegg, Inc.

and Wells Fargo Bank, National Association.

Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

8-K 001-36180 3/26/19 4.1

Indenture dated August 21, 2020 between Chegg, Inc.

and Wells Fargo Bank, National Association

8-K 001-36180 08/24/20 4.1

Form of Indemnification Agreement entered into between Chegg, Inc.

and each of its directors and executive officers

S-1/A 333-190616 10/01/13 10.01

2005 Stock Incentive Plan, as amended, and forms of agreement thereunder

S-1 333-190616 08/14/13 10.02

2013 Equity Incentive Plan, and forms of agreement thereunder

S-1/A 333-190616 10/25/13 10.04

2013 Employee Stock Purchase Plan

S-1 333-190616 08/14/13 10.05

Offer Letter between Dan Rosensweig and Chegg, Inc., dated December 3, 2009

S-1 333-190616 08/14/13 10.06

Amendment to Offer Letter between Dan Rosensweig and Chegg, Inc., dated November 29, 2012

S-1 333-190616 08/14/13 10.07

Offer Letter between Andy Brown and Chegg, Inc., dated September 2, 2011

10-K 001-36180 3/6/14 10.07

Amendment to Offer Letter between Andy Brown and Chegg, Inc., dated November 29, 2012

10-K 001-36180 3/6/14 10.08

Offer Letter between Nathan Schultz and Chegg, Inc., dated February 19, 2008

Offer Letter between Jenny Brandemuehl and Chegg, Inc., dated January 9, 2013

Consultancy Service Agreement by and between Chegg, Inc.

and Jenny Brandemuehl, dated January 13, 2020

Offer Letter between Esther Lem and Chegg, Inc., dated December 9, 2010

S-1 333-190616 8/14/13 10.09

Offer Letter between Mike Osier and Chegg, Inc., dated September 9, 2009

S-1 333-190616 8/14/13 10.08

Consultancy Service Agreement by and between Chegg, Inc.

and Mike Osier , dated December 4 , 2020

8-K 001-36180 12/4/20 99.1

Offer Letter between John Fillmore and Chegg, Inc., dated May 10, 2013

10-K 001-36180 2/20/20 10.14

Lease between Silicon Valley CA-I, LLC and Chegg, Inc., dated as of May 14, 2012

S-1 333-190616 08/14/13 10.14

Commencement Date Memorandum between Silicon Valley CA-I, LLC and Chegg, Inc., dated as of October 12, 2012

S-1 333-190616 08/14/13 10.15

First Amendment dated as of June 4, 2018 by and between Chegg, Inc.

and Freedom Circle LLC.

2015 Inventory Purchase and Consignment Agreement dated April 3, 2015, by and among Ingram Hosting Holdings Inc., Chegg, Inc., and Ingram Book Group Inc.

8-K 001-36180 6/5/18 99.1

Interest Purchase Agreement by and among Chegg Inc., and Imagine Easy Solutions, LLC and the Sellers, dated as of April 28, 2016.

First Supplement to the 2015 Inventory Purchase and Consignment Agreement, entered into as of May 30, 2017 and effective as of December 29, 2016, by and among Chegg, Inc.

and Ingram Hosting Holdings LLC.

Amendment to Textbook Services Agreement, dated as of January 1, 2018 by and among Chegg, Inc.

and Ingram Hosting Holdings LLC (f/k/a Ingram Hosting Holdings Inc.) and Ingram Book Group LLC (f/k/a Ingram Book Group Inc.).

8-K 001-36180 5/2/16 99.03

Forms of Agreement for 2013 Equity Plan Agreement

10-Q 001-3618 7/29/19 10.02

Form of Agreement for Change-in-Control Severance Plan

10-Q 001-36180 7/29/19 10.03

Form of Base Capped Call Transaction Confirmation (2023 notes)

8-K 001-36180 04/3/18 99.1

Form of Additional Capped Call Transaction Confirmation (2023 notes)

8-K 001-36180 04/3/18 99.2

Form of Base Capped Call Transaction Confirmation (2025 notes)

8-K 001-36180 3/26/19 99.1

Form of Additional Capped Call Transaction Confirmation (2025 notes)

Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 12, 2018.

8-K 001-36180 4/5/19 99.1

Form of Base Capped Call Transaction Confirmation (202 6 notes)

8-K 001-36180 8/24/20 99.1

T a b l e o f C o n t e n t s

Form of Additional Capped Call Transaction Confirmation (2026 notes)

8-K 001-36180 8/24/20 99.2

Form of Exchange Agreement (2023 notes)

8-K 001-36180 8/24/20 99.3

Form of Unwind Agreement (2023 notes)

8-K 001-36180 8/24/20 99.4

List of Subsidiaries

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm

Power of Attorney (included on signature page hereto)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit)

Confidential treatment has been granted for portions of this exhibit by the SEC.

101.INS XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

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104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit) X

* Indicates a management contract or compensatory plan.

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FORM 10-K SUMMARY

T a b l e o f C o n t e n t s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 20, 2020

February 22, 2021 By:

/S/ DAN ROSENSWEIG

1 unchanged sentence

President, Chief Executive Officer and Co-Chairperson

T a b l e o f C o n t e n t s

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Dan Rosensweig, Andrew Brown and Dana Jewell, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Dan Rosensweig, Andrew Brown and Woodie Dixon Jr., and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

/S/ DAN ROSENSWEIG

President, Chief Executive Officer and Co-Chairperson

February 20, 2020

Dan Rosensweig

(Principal Executive Officer)

/S/ ANDREW BROWN

Chief Financial Officer

February 20, 2020

(Principal Financial Officer)

/S/ ROBIN TOMASELLO

Vice President, Corporate Controller and Assistant Treasurer

February 20, 2020

Robin Tomasello

(Principal Accounting Officer)

/S/ RENEE BUDIG

February 20, 2020

/S/ PAUL LEBLANC

February 20, 2020

/S/ MARNE LEVINE

February 20, 2020

/S/ RICHARD SARNOFF

Director and Co-Chairperson

February 20, 2020

Name Title Date

/S/ DAN ROSENSWEIG President, Chief Executive Officer and Co-Chairperson February 22, 2021

Dan Rosensweig (Principal Executive Officer)

/S/ ANDREW BROWN Chief Financial Officer February 22, 2021

Andrew Brown (Principal Financial Officer)

/S/ ROBIN TOMASELLO Vice President, Corporate Controller and Assistant Treasurer February 22, 2021

Robin Tomasello (Principal Accounting Officer)

/S/ SARAH BOND Director February 22, 2021

/S/ RENEE BUDIG Director February 22, 2021

/S/ PAUL LEBLANC Director February 22, 2021

/S/ MARNE LEVINE Director February 22, 2021

/S/ RICHARD SARNOFF Director and Co-Chairperson February 22, 2021

Richard Sarnoff

/S/ TED SCHLEIN

February 20, 2020

/S/ MELANIE WHELAN

February 20, 2020

/S/ TED SCHLEIN Director February 22, 2021

/S/ MELANIE WHELAN Director February 22, 2021

Melanie Whelan

/S/ JOHN YORK

February 20, 2020

/S/ JOHN YORK Director February 22, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures