UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-36180

CHEGG, INC.

(Exact name of registrant as specified in its charter)


Delaware						20-3237489
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3990 Freedom Circle

Santa Clara, CA, 95054

(Address of principal executive offices)

(408) 855-5700

(Registrant’s telephone number, including area code)


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CHGG	The New York Stock Exchange

•Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

•Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

•Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

•If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

•Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

•As of ~~October 25, 2022,~~July 31, 2023, the Registrant had ~~125,477,315~~115,321,288 outstanding shares of Common Stock.

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TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited):

Condensed Consolidated Balance Sheets - ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022

Condensed Consolidated Statements of Operations - for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

Condensed Consolidated Statements of Comprehensive Income (Loss) - for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

Condensed Consolidated Statements of Stockholder's Equity - for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

Condensed Consolidated Statements of Cash Flows - for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2422

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3431

Item 4.

Controls and Procedures

3431

PART II - OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

Unless the context requires otherwise, the words “we,” “us,” “our,” “Company” and “Chegg” refer to Chegg, Inc. and its subsidiaries taken as a whole.

Chegg, Chegg.com, Chegg Study, ~~internships.com, Research Ready,~~ EasyBib, the Chegg “C” logo, Busuu and Thinkful are some of our trademarks used in this Quarterly Report on Form 10-Q. Solely for convenience, our trademarks, trade names and service marks referred to in this Quarterly Report on Form 10-Q appear without the ®, ™ and SM symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. Other trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations ~~and the impact of the coronavirus (COVID-19) pandemic on our financial condition~~ and results of operations are forward-looking statements. The words “believe,” “may,” “will,” “would,” “could,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “endeavor,” “expect,” ~~“plans~~“plan to,” “if,” “future,” “likely,” “potentially,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022. Moreover, we operate in a very competitive and rapidly changing ~~environment. New~~environment and new risks emerge from time to ~~time, such as the COVID-19 global pandemic. Many of the risks and uncertainties are elevated by, and may or will continue to be elevated by, the COVID-19 pandemic.~~time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our 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 we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. ~~We qualify all of our forward-looking statements by these cautionary statements.~~

Our forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

CHEGG, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for number of shares and par value)

(unaudited)


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Assets	Assets					Assets
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	69,349	$	854,078	Cash and cash equivalents	$	175,368	$	473,677
Short-term investments	Short-term investments	871,408		691,781		Short-term investments	209,686		583,973
Accounts receivable, net of allowance of $298 and $153 at September 30, 2022 and December 31, 2021, respectively		22,187		17,850
Accounts receivable, net of allowance of $224 and $394 at June 30, 2023 and December 31, 2022, respectively						Accounts receivable, net of allowance of $224 and $394 at June 30, 2023 and December 31, 2022, respectively	20,670		23,515
Prepaid expenses	Prepaid expenses	33,441		35,093		Prepaid expenses	18,620		28,481
Other current assets	Other current assets	35,196		23,846		Other current assets	22,372		34,754
Total current assets	Total current assets	1,031,581		1,622,648		Total current assets	446,716		1,144,400
Long-term investments	Long-term investments	286,781		745,993		Long-term investments	422,758		216,233
Textbook library, net		—		11,241
Property and equipment, net	Property and equipment, net	202,362		169,938		Property and equipment, net	198,318		204,383
Goodwill	Goodwill	589,702		289,763		Goodwill	629,564		615,093
Intangible assets, net	Intangible assets, net	80,646		40,566		Intangible assets, net	67,630		78,333
Right of use assets	Right of use assets	18,144		18,062		Right of use assets	28,267		18,838
Deferred tax assets	Deferred tax assets	166,965		1,365		Deferred tax assets	146,790		167,524
Other assets	Other assets	21,680		19,670		Other assets	28,492		20,612
Total assets	Total assets	$	2,397,861	$	2,919,246	Total assets	$	1,968,535	$	2,465,416
Liabilities and stockholders' equity	Liabilities and stockholders' equity					Liabilities and stockholders' equity
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	14,902	$	11,992	Accounts payable	$	12,954	$	12,367
Deferred revenue	Deferred revenue	60,475		35,143		Deferred revenue	53,200		56,273
Accrued liabilities	Accrued liabilities	68,096		67,209		Accrued liabilities	76,657		70,234

Total current liabilities	Total current liabilities	143,473		114,344		Total current liabilities	142,811		138,874
Long-term liabilities	Long-term liabilities					Long-term liabilities
Convertible senior notes, net	Convertible senior notes, net	1,187,513		1,678,155		Convertible senior notes, net	767,043		1,188,593
Long-term operating lease liabilities	Long-term operating lease liabilities	12,347		12,447		Long-term operating lease liabilities	21,253		13,375
Other long-term liabilities	Other long-term liabilities	7,996		7,383		Other long-term liabilities	2,427		7,985
Total long-term liabilities	Total long-term liabilities	1,207,856		1,697,985		Total long-term liabilities	790,723		1,209,953
Total liabilities	Total liabilities	1,351,329		1,812,329		Total liabilities	933,534		1,348,827
Commitments and contingencies (Note 9)
Commitments and contingencies (Note 6)						Commitments and contingencies (Note 6)
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding	Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding	—		—		Preferred stock, $0.001 par value per share, 10,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $0.001 par value per share: 400,000,000 shares authorized; 125,423,860 and 136,951,956 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		125		137
Common stock, $0.001 par value per share: 400,000,000 shares authorized; 115,177,618 and 126,473,827 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively						Common stock, $0.001 par value per share: 400,000,000 shares authorized; 115,177,618 and 126,473,827 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	115		126
Additional paid-in capital	Additional paid-in capital	1,220,688		1,449,305		Additional paid-in capital	1,121,820		1,244,504
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(101,870)		(5,334)		Accumulated other comprehensive loss	(43,179)		(57,488)
Accumulated deficit	Accumulated deficit	(72,411)		(337,191)		Accumulated deficit	(43,755)		(70,553)
Total stockholders' equity	Total stockholders' equity	1,046,532		1,106,917		Total stockholders' equity	1,035,001		1,116,589
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	2,397,861	$	2,919,246	Total liabilities and stockholders' equity	$	1,968,535	$	2,465,416

See Notes to Condensed Consolidated Financial Statements.

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CHEGG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net revenues	Net revenues	$	164,739	$	171,942	$	561,704	$	568,798	Net revenues	$	182,853	$	194,721	$	370,454	$	396,965
Cost of revenues	Cost of revenues	45,203		67,102		145,972		199,194		Cost of revenues	47,412		45,684		96,562		100,769
Gross profit	Gross profit	119,536		104,840		415,732		369,604		Gross profit	135,441		149,037		273,892		296,196
Operating expenses:	Operating expenses:									Operating expenses:
Research and development	Research and development	45,426		43,269		150,321		130,995		Research and development	52,872		52,480		99,779		104,895
Sales and marketing	Sales and marketing	31,803		27,239		109,580		75,139		Sales and marketing	30,956		35,279		67,973		77,777
General and administrative	General and administrative	53,742		33,971		154,547		111,560		General and administrative	70,309		53,935		129,282		100,805

Total operating expenses	Total operating expenses	130,971		104,479		414,448		317,694		Total operating expenses	154,137		141,694		297,034		283,477
(Loss) income from operations	(Loss) income from operations	(11,435)		361		1,284		51,910		(Loss) income from operations	(18,696)		7,343		(23,142)		12,719
Interest expense, net and other income (expense), net:
Interest expense, net and other income, net:										Interest expense, net and other income, net:
Interest expense, net	Interest expense, net	(1,525)		(1,633)		(4,738)		(5,263)		Interest expense, net	(1,114)		(1,616)		(2,382)		(3,213)
Other income (expense), net		97,258		8,670		105,247		(66,618)
Total interest expense, net and other income (expense), net		95,733		7,037		100,509		(71,881)
Income (loss) before benefit from (provision for) income taxes		84,298		7,398		101,793		(19,971)
Benefit from (provision for) income taxes		167,264		(747)		162,987		(5,793)
Net income (loss)		$	251,562	$	6,651	$	264,780	$	(25,764)
Other income, net										Other income, net	64,103		1,809		76,179		7,989
Total interest expense, net and other income, net										Total interest expense, net and other income, net	62,989		193		73,797		4,776
Income before provision for income taxes										Income before provision for income taxes	44,293		7,536		50,655		17,495
Provision for income taxes										Provision for income taxes	(19,681)		(60)		(23,857)		(4,277)
Net income										Net income	$	24,612	$	7,476	$	26,798	$	13,218
Net income (loss) per share	Net income (loss) per share									Net income (loss) per share
Basic	Basic	$	1.99	$	0.05	$	2.07	$	(0.18)	Basic	$	0.21	$	0.06	$	0.22	$	0.10
Diluted	Diluted	$	1.23	$	0.05	$	1.31	$	(0.18)	Diluted	$	(0.11)	$	0.06	$	(0.08)	$	0.10
Weighted average shares used to compute net income (loss) per share	Weighted average shares used to compute net income (loss) per share									Weighted average shares used to compute net income (loss) per share
Basic	Basic	126,132		144,746		128,166		140,775		Basic	117,977		126,272		120,828		129,201
Diluted	Diluted	148,045		146,699		151,221		140,775		Diluted	132,944		149,574		137,416		129,934

See Notes to Condensed Consolidated Financial Statements.

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CHEGG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)		$	251,562	$	6,651	$	264,780	$	(25,764)
Other comprehensive loss
Net income										Net income	$	24,612	$	7,476	$	26,798	$	13,218
Other comprehensive income (loss)										Other comprehensive income (loss)
Change in net unrealized loss on investments, net of tax	Change in net unrealized loss on investments, net of tax	(1,946)		(455)		(17,196)		(1,974)		Change in net unrealized loss on investments, net of tax	(4,420)		(2,333)		(608)		(15,250)
Change in foreign currency translation adjustments, net of tax	Change in foreign currency translation adjustments, net of tax	(31,056)		(127)		(79,340)		(1,108)		Change in foreign currency translation adjustments, net of tax	6,579		(29,613)		14,917		(48,284)
Other comprehensive loss		(33,002)		(582)		(96,536)		(3,082)
Other comprehensive income (loss)										Other comprehensive income (loss)	2,159		(31,946)		14,309		(63,534)
Total comprehensive income (loss)	Total comprehensive income (loss)	$	218,560	$	6,069	$	168,244	$	(28,846)	Total comprehensive income (loss)	$	26,771	$	(24,470)	$	41,107	$	(50,316)

See Notes to Condensed Consolidated Financial Statements.

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CHEGG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

(unaudited)


		Three Months Ended September 30, 2022												Three Months Ended June 30, 2023
		Common Stock												Common Stock
		Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity			Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
Balances at June 30, 2022		126,344	$	126	$	1,211,506	$	(68,868)	$	(323,973)	$	818,791
Balances at March 31, 2023													Balances at March 31, 2023	119,628	$	120	$	1,120,344	$	(45,338)	$	(68,367)	$	1,006,759
Repurchases of common stock	Repurchases of common stock	(1,147)	(1)		(23,077)		—		—		(23,078)		Repurchases of common stock	(5,408)	(6)		(35,051)		—		—		(35,057)

Issuance of common stock upon exercise of stock options and ESPP													Issuance of common stock upon exercise of stock options and ESPP	358	—		2,935		—		—		2,935
Net share settlement of equity awards	Net share settlement of equity awards	227	—		(2,555)		—		—		(2,555)		Net share settlement of equity awards	600	1		(3,332)		—		—		(3,331)
Share-based compensation expense	Share-based compensation expense	—	—		34,814		—		—		34,814		Share-based compensation expense	—	—		36,627		—		—		36,627
Other comprehensive loss		—	—		—		(33,002)		—		(33,002)
Proceeds from capped call related to extinguishment of 2025 notes													Proceeds from capped call related to extinguishment of 2025 notes				297		—				297
Other comprehensive income													Other comprehensive income	—	—		—		2,159		—		2,159
Net income	Net income	—	—		—		—		251,562		251,562		Net income	—	—		—		—		24,612		24,612
Balances at September 30, 2022		125,424	$	125	$	1,220,688	$	(101,870)	$	(72,411)	$	1,046,532
Balances at June 30, 2023													Balances at June 30, 2023	115,178	$	115	$	1,121,820	$	(43,179)	$	(43,755)	$	1,035,001


		Three Months Ended September 30, 2021												Three Months Ended June 30, 2022
		Common Stock												Common Stock
		Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity			Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
Balances at June 30, 2021		144,621	$	145	$	1,706,855	$	(970)	$	(368,148)	$	1,337,882

Balances at March 31, 2022													Balances at March 31, 2022	126,682	$	127	$	1,176,765	$	(36,922)	$	(331,449)	$	808,521
Repurchases of common stock													Repurchases of common stock	(837)	(1)		1		—		—		—

Issuance of common stock upon exercise of stock options and ESPP	Issuance of common stock upon exercise of stock options and ESPP	14	—		106		—		—		106		Issuance of common stock upon exercise of stock options and ESPP	265	—		4,102		—		—		4,102
Net share settlement of equity awards	Net share settlement of equity awards	266	—		(14,697)		—		—		(14,697)		Net share settlement of equity awards	234	—		(2,754)		—		—		(2,754)
Share-based compensation expense	Share-based compensation expense	—	—		25,157		—		—		25,157		Share-based compensation expense	—	—		33,392		—		—		33,392
Other comprehensive loss	Other comprehensive loss	—	—		—		(582)		—		(582)		Other comprehensive loss	—	—		—		(31,946)		—		(31,946)
Net income	Net income	—	—		—		—		6,651		6,651		Net income	—	—		—		—		7,476		7,476
Balances at September 30, 2021		144,901	$	145	$	1,717,421	$	(1,552)	$	(361,497)	$	1,354,517
Balances at June 30, 2022													Balances at June 30, 2022	126,344	$	126	$	1,211,506	$	(68,868)	$	(323,973)	$	818,791

See Notes to Condensed Consolidated Financial Statements.

Nine Months Ended September 30, 2022
Common Stock
Shares Par
Value Additional Paid-In
Capital Accumulated Other Comprehensive Loss Accumulated
Deficit Total Stockholders’ Equity
Balances at December 31, 2021 136,952 $ 137 $ 1,449,305 $ (5,334) $ (337,191) $ 1,106,917
Repurchases of common stock (12,709) (13) (323,515) — — (323,528)
Issuance of common stock upon exercise of stock options and ESPP 319 — 4,557 — — 4,557
Net share settlement of equity awards 862 1 (12,776) — — (12,775)
Share-based compensation expense — — 103,117 — — 103,117
Other comprehensive loss — — — (96,536) — (96,536)
Net income — — — — 264,780 264,780
Balances at September 30, 2022 125,424 $ 125 $ 1,220,688 $ (101,870) $ (72,411) $ 1,046,532

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Nine Months Ended September 30, 2021
Common Stock
Shares Par
Value Additional Paid-In
Capital Accumulated Other Comprehensive Loss Accumulated
Deficit Total Stockholders’ Equity
Balances at December 31, 2020 129,344 $ 129 $ 1,030,577 $ 1,530 $ (422,601) $ 609,635
Cumulative-effect adjustment related to adoption of ASU 2020-06 — — (465,006) — 86,868 (378,138)
Issuance of common stock in connection with equity offering, net of offering costs 10,975 11 1,091,455 — — 1,091,466
Equity component on conversions of 2023 notes and 2025 notes — — (236,920) — — (236,920)
Issuance of common stock upon conversions of 2023 notes 2,983 3 235,518 — — 235,521
Net proceeds from capped call related to conversions of 2023 notes and 2025 notes — — 67,769 — — 67,769
Issuance of common stock upon exercise of stock options and ESPP 178 — 5,371 — — 5,371
Net share settlement of equity awards 1,421 2 (89,339) — — (89,337)
Share-based compensation expense — — 77,996 — — 77,996
Other comprehensive loss — — — (3,082) — (3,082)
Net loss — — — — (25,764) (25,764)
Balances at September 30, 2021 144,901 $ 145 $ 1,717,421 $ (1,552) $ (361,497) $ 1,354,517


	Six Months Ended June 30, 2023
	Common Stock
	Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
Balances at December 31, 2022	126,474	$	126	$	1,244,504	$	(57,488)	$	(70,553)	$	1,116,589
Repurchases of common stock	(13,008)	(13)		(186,355)		—		—		(186,368)
Issuance of common stock upon exercise of stock options and ESPP	376	—		3,079		—		—		3,079
Net share settlement of equity awards	1,336	2		(11,068)		—		—		(11,066)
Share-based compensation expense	—	—		71,363		—		—		71,363
Proceeds from capped call related to extinguishment of 2025 notes				297						297
Other comprehensive loss	—	—		—		14,309		—		14,309
Net income	—	—		—		—		26,798		26,798
Balances at June 30, 2023	115,178	$	115	$	1,121,820	$	(43,179)	$	(43,755)	$	1,035,001


	Six Months Ended June 30, 2022
	Common Stock
	Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
Balances at December 31, 2021	136,952	$	137	$	1,449,305	$	(5,334)	$	(337,191)	$	1,106,917

Repurchases of common stock	(11,562)	(12)		(300,438)		—		—		(300,450)



Issuance of common stock upon exercise of stock options and ESPP	319	—		4,557		—		—		4,557
Net share settlement of equity awards	635	1		(10,221)		—		—		(10,220)
Share-based compensation expense	—	—		68,303		—		—		68,303
Other comprehensive loss	—	—		—		(63,534)		—		(63,534)
Net income	—	—		—		—		13,218		13,218
Balances at June 30, 2022	126,344	$	126	$	1,211,506	$	(68,868)	$	(323,973)	$	818,791

See Notes to Condensed Consolidated Financial Statements.

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CHEGG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Cash flows from operating activities	Cash flows from operating activities					Cash flows from operating activities
Net income (loss)		$	264,780	$	(25,764)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income						Net income	$	26,798	$	13,218
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation expense						Share-based compensation expense	69,666		64,171
Other depreciation and amortization expense						Other depreciation and amortization expense	52,027		41,921
Deferred income taxes						Deferred income taxes	20,142		(303)
Gain on early extinguishment of debt						Gain on early extinguishment of debt	(53,777)		—
Restructuring charges						Restructuring charges	5,704		—
Loss contingency						Loss contingency	7,000		—
Operating lease expense, net						Operating lease expense, net	3,009		3,242
Amortization of debt issuance costs						Amortization of debt issuance costs	1,988		2,779
Loss from write-off of property and equipment						Loss from write-off of property and equipment	450		2,767
Gain on foreign currency remeasurement of purchase consideration						Gain on foreign currency remeasurement of purchase consideration	—		(4,628)
Print textbook depreciation expense	Print textbook depreciation expense	1,610		9,024		Print textbook depreciation expense	—		1,610
Other depreciation and amortization expense		64,295		46,273
Share-based compensation expense		98,341		76,157
Amortization of debt issuance costs		4,084		4,509
Gain on foreign currency remeasurement of purchase consideration		(4,628)		—
Impairment on lease related assets	Impairment on lease related assets	3,411		—		Impairment on lease related assets	—		3,411
(Gain) loss on early extinguishment of debt		(93,519)		78,152
Loss on change in fair value of derivative instruments, net		—		7,148
Loss from write-off of property and equipment		3,117		1,857
Tax benefit related to release of valuation allowance		(174,601)		—
Deferred income taxes		6,376		563
Gain on sale of strategic equity investment		—		(12,496)
(Gain) loss on textbook library, net		(4,976)		8,765
Operating lease expense, net of accretion		4,746		4,527
Restructuring charges		—		1,851
Gain on textbook library, net						Gain on textbook library, net	—		(4,967)
Other non-cash items	Other non-cash items	619		(65)		Other non-cash items	(1,083)		470
Change in assets and liabilities, net of effect of acquisition of businesses:
Change in assets and liabilities, net of effect of acquisition of business:						Change in assets and liabilities, net of effect of acquisition of business:
Accounts receivable	Accounts receivable	(2,259)		3,593		Accounts receivable	3,081		3,227
Prepaid expenses and other current assets	Prepaid expenses and other current assets	13,251		(31,070)		Prepaid expenses and other current assets	15,082		28,768
Other assets	Other assets	15,926		9,472		Other assets	5,470		13,058
Accounts payable	Accounts payable	(1,728)		1,820		Accounts payable	(671)		(5,246)
Deferred revenue	Deferred revenue	11,434		17,363		Deferred revenue	(3,634)		4,256
Accrued liabilities	Accrued liabilities	(23,323)		10,552		Accrued liabilities	(7,140)		(21,034)
Other liabilities	Other liabilities	(5,240)		(4,108)		Other liabilities	(8,205)		(2,965)
Net cash provided by operating activities	Net cash provided by operating activities	181,716		208,123		Net cash provided by operating activities	135,907		143,755
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Purchases of property and equipment	Purchases of property and equipment	(79,242)		(67,126)		Purchases of property and equipment	(33,864)		(57,286)
Purchases of textbooks	Purchases of textbooks	(3,815)		(10,666)		Purchases of textbooks	—		(3,815)
Proceeds from disposition of textbooks	Proceeds from disposition of textbooks	2,503		7,815		Proceeds from disposition of textbooks	9,787		2,494
Purchases of investments	Purchases of investments	(534,008)		(1,574,060)		Purchases of investments	(552,409)		(356,553)
Maturities of investments	Maturities of investments	783,912		893,315		Maturities of investments	476,862		522,466
Proceeds from sale of investments						Proceeds from sale of investments	238,681		—
Purchase of strategic equity investment	Purchase of strategic equity investment	(6,000)		—		Purchase of strategic equity investment	(9,604)		—
Proceeds from sale of strategic equity investment		—		16,076
Acquisition of businesses, net of cash acquired		(401,125)		(7,891)
Net cash used in investing activities		(237,775)		(742,537)
Acquisition of business, net of cash acquired						Acquisition of business, net of cash acquired	—		(401,125)
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	129,453		(293,819)
Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Proceeds from common stock issued under stock plans, net	Proceeds from common stock issued under stock plans, net	4,558		5,373		Proceeds from common stock issued under stock plans, net	3,081		4,558
Payment of taxes related to the net share settlement of equity awards	Payment of taxes related to the net share settlement of equity awards	(12,776)		(89,339)		Payment of taxes related to the net share settlement of equity awards	(11,068)		(10,221)

Proceeds from equity offering, net of offering costs		—		1,091,466
Repurchases of common stock						Repurchases of common stock	(186,368)		(300,450)
Repayment of convertible senior notes	Repayment of convertible senior notes	(401,203)		(300,755)		Repayment of convertible senior notes	(369,761)		—
Proceeds from exercise of convertible senior notes capped call	Proceeds from exercise of convertible senior notes capped call	—		69,005		Proceeds from exercise of convertible senior notes capped call	297		—
Repurchases of common stock		(323,528)		—
Payment of escrow related to acquisition		—		(7,451)
Net cash (used in) provided by financing activities		(732,949)		768,299
Net cash used in financing activities						Net cash used in financing activities	(563,819)		(306,113)
Effect of exchange rate changes	Effect of exchange rate changes	4,628		—		Effect of exchange rate changes	197		4,628
Net (decrease) increase in cash, cash equivalents and restricted cash		(784,380)		233,885
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(298,262)		(451,549)
Cash, cash equivalents and restricted cash, beginning of period	Cash, cash equivalents and restricted cash, beginning of period	855,893		481,715		Cash, cash equivalents and restricted cash, beginning of period	475,854		855,893
Cash, cash equivalents and restricted cash, end of period	Cash, cash equivalents and restricted cash, end of period	$	71,513	$	715,600	Cash, cash equivalents and restricted cash, end of period	$	177,592	$	404,344


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Supplemental cash flow data:	Supplemental cash flow data:					Supplemental cash flow data:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	875	$	1,053	Interest	$	517	$	437
Income taxes, net of refunds	Income taxes, net of refunds	$	5,530	$	5,610	Income taxes, net of refunds	$	6,171	$	3,915
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	6,908	$	5,934	Operating cash flows from operating leases	$	4,909	$	3,869
Right of use assets obtained in exchange for lease obligations:	Right of use assets obtained in exchange for lease obligations:					Right of use assets obtained in exchange for lease obligations:
Operating leases	Operating leases	$	7,603	$	—	Operating leases	$	12,407	$	3,244
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Accrued purchases of long-lived assets	Accrued purchases of long-lived assets	$	4,101	$	1,837	Accrued purchases of long-lived assets	$	4,518	$	4,057
Issuance of common stock related to repayment of convertible senior notes		$	—	$	235,521


		September 30,				June 30,
		2022		2021				2023		2022
Reconciliation of cash, cash equivalents and restricted cash:	Reconciliation of cash, cash equivalents and restricted cash:						Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	Cash and cash equivalents	$	69,349	$	713,837		Cash and cash equivalents	$	175,368	$	402,089
Restricted cash included in other current assets	Restricted cash included in other current assets	63		—			Restricted cash included in other current assets	60		64
Restricted cash included in other assets	Restricted cash included in other assets	2,101		1,763			Restricted cash included in other assets	2,164		2,191
Total cash, cash equivalents and restricted cash	Total cash, cash equivalents and restricted cash	$	71,513	$	715,600		Total cash, cash equivalents and restricted cash	$	177,592	$	404,344

See Notes to Condensed Consolidated Financial Statements.

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CHEGG, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Background and Basis of Presentation

Company and Background

Chegg, Inc. ~~(Chegg, the Company,~~ (“we, ~~us,~~” “us,” “our,” “Company” or ~~our)~~“Chegg”), headquartered in Santa Clara, California, was incorporated as a Delaware corporation in July 2005. Millions of people all around the world Learn with Chegg. Our mission is to improve learning and learning outcomes by putting students first. We support life-long learners starting with their academic journey and extending into their careers. The Chegg platform provides products and services to support learners to help them better understand their academic course materials, and also provides personal and professional development skills training, to help them achieve their learning goals.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the results of Chegg, Inc. and its wholly-owned subsidiaries. Significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position as of ~~September~~June 30, ~~2022,~~2023, our results of operations, results of comprehensive income (loss), and stockholders' equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022. Our results of operations, results of comprehensive income (loss), stockholders' equity, and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results to be expected for the full year.

We have a single operating and reportable segment and operating unit structure. The condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the Annual Report on Form 10-K) filed with the SEC.

~~There~~Except for our policies on strategic investments, there have been no material changes to our significant accounting policies as compared to the significant accounting policies described in our Annual Report on Form 10-K.

Strategic Investments

Investments in partnerships where we have the ability to exercise significant influence, but not control, over the investee are accounted for under the equity method of accounting. Equity method investments are initially recorded at cost and adjusted for our share of the investees' earnings or losses, based on our percentage ownership, recognized on a one-quarter lag basis within other income, net on our condensed consolidated statements of operations.

Investments in entities where we do not have the ability to exercise significant influence and which do not have readily determinable fair values are accounted for at cost, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, if any.

Strategic investments are included in other assets on our condensed consolidated balance sheets. We assess our strategic investments for impairment whenever events or changes in circumstances indicate that they may be impaired. The factors we consider in our evaluation include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee or factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations or working capital deficiencies.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities; the disclosure of contingent liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience, knowledge of current business conditions, and various other factors we believe to be reasonable under the circumstances. These estimates are based on management’s knowledge about current events and

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expectations about actions we may undertake in the future. Actual results could differ from these estimates, and such differences could be material to our financial position and results of operations. There have been no material changes in our use of estimates during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to the use of estimates disclosed in Part II, Item 8 “Consolidated Financial Statements and Supplementary Data” contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

10Reclassification of Prior Period Presentation

~~Table~~

In order to conform with current period presentation, $0.3 million of ~~Contents~~deferred tax assets during the six months ended June 30, 2022 has been reclassified from other non-cash items on our condensed consolidated statements of cash flows. This change in presentation does not affect previously reported results.

Leases

During the six months ended June 30, 2023, we extended our existing lease agreement related to our corporate headquarters in Santa Clara and reassessed lease terms related to office spaces internationally in India, resulting in the recording of $12.4 million of right of use assets in exchange for lease liabilities.

The aggregate future minimum lease payments and reconciliation to operating lease liabilities as of June 30, 2023, are as follows (in thousands):


	June 30, 2023
Remaining six months of 2023	$	4,356
2024	7,886
2025	6,622
2026	5,932
2027	5,515
Thereafter	1,902
Total future minimum lease payments	32,213
Less imputed interest	(3,896)
Total lease liabilities	$	28,317

Condensed Consolidated Statements of Operations Details

Other income, ~~(expense),~~ net consists of the following (in thousands):

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Gain (loss) on early extinguishment of debt(1)
$ 93,519 $ — $ 93,519 $ (78,152)
Loss on change in fair value of derivative instruments, net — — — (7,148)
Gain on sale of strategic equity investments — 7,158 — 12,496
Gain on foreign currency remeasurement of purchase consideration(2)
— — 4,628 —
Interest income 3,737 1,485 7,246 5,385
Other 2 27 (146) 801
Total other income (expense), net $ 97,258 $ 8,670 $ 105,247 $ (66,618)

~~(1)~~ ~~For further information, see Note 8, “Convertible Senior Notes.”~~

~~(2)~~ ~~For further information, see Note 5,“Acquisition.”~~

~~Impairment of Lease Related Assets~~

Right of use (ROU) assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the nine months ended September 30, 2022, we announced the closure of our San Francisco office and determined that the carrying amount of the ROU asset was not recoverable. As a result, we recorded an impairment charge of $3.4 million, consisting of a $2.0 million impairment of a ROU asset and $1.4 million write-off of leasehold improvements, included in general and administrative expense on our condensed consolidated statement of operations. Our intent and ability to sublease the office as well as the local market conditions were factored in when measuring the amount of impairment.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Gain on early extinguishment of debt	$	53,777	$	—	53,777		$	—
Interest income	$	10,658	$	2,032	21,921		$	3,509
Gain on foreign currency remeasurement of purchase consideration	—		—		—		$	4,628
Other	(332)		(223)		481		(148)
Total other income, net	$	64,103	$	1,809	$	76,179	$	7,989

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

There were no accounting pronouncements issued during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 that would have ana material impact on our financial statements.

~~Recently Adopted Accounting Pronouncements~~

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations-Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Accounting Standards Codification (ASC) Topic 606 as if the acquirer had originated the contracts. The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. We early adopted ASU 2021-08 on January 1, 2022 and applied it to our acquisition of Busuu. The most significant impacts were an increase in contract liabilities, contained within deferred revenue, and goodwill.

In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 aims to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange based on the economic substance of the modification or exchange. Early adoption is permitted and the guidance must be applied prospectively to all modifications or exchanges that occur on or after the date of adoption. The guidance is effective for annual periods beginning after December 15, 2021. We adopted ASU 2021-04 on January 1, 2022 under the prospective method of adoption and there was no impact to our results of operations as we did not modify or exchange any freestanding equity-classified written call options.

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Recently Adopted Accounting Pronouncements

We did not adopt any accounting pronouncements during the six months ended June 30, 2023 that had a material impact on our financial statements.

Note 2. Revenues

Revenue Recognition

Revenues are recognized when control of the ~~promised~~ goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The majority of our revenues are recognized over time, ~~as services are performed,~~ with certain revenues being recognized at a point in time.

We have changed our revenue disaggregation to Subscription Services and Skills and Other to better reflect the nature and timing of revenue and cash flows. Subscription Services includes revenues from our Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu offerings. Skills and Other includes revenues from our Skills, advertising services, print textbooks and eTextbooks offerings. We no longer present our Required Materials product line separately as we no longer recognize significant revenue from our print textbook and eTextbooks offerings.

The following tables set forth our total net revenues for the periods shown disaggregated for our ~~Chegg~~Subscription Services and ~~Required Materials~~Skills and Other product lines (in thousands, except percentages):

Three Months Ended
September 30, Change
2022 2021 $ %
Chegg Services $ 159,264 $ 146,790 $ 12,474 8 %
Required Materials 5,475 25,152 (19,677) (78)
Total net revenues $ 164,739 $ 171,942 $ (7,203) (4)


	Three Months Ended June 30,				Change
	2023		2022		$		%
Subscription Services	$	165,855	$	175,424	$	(9,569)	(5)	%
Skills and Other	16,998		19,297		(2,299)		(12)
Total net revenues	$	182,853	$	194,721	$	(11,868)	(6)

Nine Months Ended September 30, Change
2022 2021 $ %
Chegg Services $ 533,152 $ 482,654 $ 50,498 10 %
Required Materials 28,552 86,144 (57,592) (67)
Total net revenues $ 561,704 $ 568,798 $ (7,094) (1)


	Six Months Ended June 30,				Change
	2023		2022		$		%
Subscription Services	$	334,295	$	348,461	$	(14,166)	(4)	%
Skills and Other	36,159		48,504		(12,345)		(25)
Total net revenues	$	370,454	$	396,965	$	(26,511)	(7)

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we recognized ~~$35.2~~revenues of $41.1 million and ~~$33.8~~$47.9 million, respectively, ~~of revenues~~ that were included in our deferred revenue balance at the beginning of each respective reporting period. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, we recognized ~~$31.3~~revenues of $42.2 million and ~~$32.6~~$32.9 million, respectively, ~~of revenues~~ that were included in our deferred revenue balance at the beginning of each respective reporting period. During the three and nine months ended September 30, 2022, we recognized no operating lease income and $5.1 million of operating lease income, respectively, from print textbook rentals that we owned. During the three and nine months ended September 30, 2021, we recognized $6.2 million and $26.9 million, respectively, of operating lease income from print textbook rentals that we owned. The decreases in operating lease income are primarily due to the transition of our Required Materials product line. For further information, refer to Note 7, “Required Materials Transition.”

Contract Balances

The following table presents our accounts receivable, net, contract assets and deferred revenue balances (in thousands, except percentages):


						Change						Change
		September 30, 2022		December 31, 2021			$		%			June 30, 2023		December 31, 2022		$		%

Accounts receivable, net	Accounts receivable, net	$	22,187	$	17,850		$	4,337	24	%	Accounts receivable, net	$	20,670	$	23,515	$	(2,845)	(12)	%
Contract assets	Contract assets	12,710		14,231			(1,521)		(11)		Contract assets	10,693		11,946		(1,253)		(10)
Deferred revenue	Deferred revenue	60,475		35,143			25,332		72		Deferred revenue	53,200		56,273		(3,073)		(5)

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 our accounts receivable, net balance ~~increased~~decreased by ~~$4.3~~$2.8 million, or ~~24%~~12%, primarily due to timing of billings and seasonality of our business. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, our contract assets balance decreased by ~~$1.5~~$1.3 million, or ~~11%~~10%, primarily due to our Thinkful service. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, our deferred revenue balance ~~increased~~decreased by ~~$25.3~~$3.1 million, or ~~72%~~5%, primarily due to ~~acquired deferred revenue in conjunction with our acquisition~~timing of ~~Busuu, increased~~ bookings and seasonality of our business.

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Note 3. Net Income (Loss) Per Share

The following ~~table sets~~tables set forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Basic	Basic									Basic
Numerator:	Numerator:									Numerator:
Net income (loss)		$	251,562	$	6,651	$	264,780	$	(25,764)
Net income										Net income	$	24,612	$	7,476	$	26,798	$	13,218
Denominator:	Denominator:									Denominator:
Weighted average shares used to compute net income (loss) per share, basic		126,132		144,746		128,166		140,775
Weighted average shares used to compute net income per share, basic										Weighted average shares used to compute net income per share, basic	117,977		126,272		120,828		129,201

Net income (loss) per share, basic		$	1.99	$	0.05	$	2.07	$	(0.18)
Net income per share, basic										Net income per share, basic	$	0.21	$	0.06	$	0.22	$	0.10

Diluted	Diluted									Diluted
Numerator:	Numerator:									Numerator:
Net income (loss)		$	251,562	$	6,651	$	264,780	$	(25,764)
Net income										Net income	$	24,612	$	7,476	$	26,798	$	13,218
Convertible senior notes activity, net of tax(1)	Convertible senior notes activity, net of tax(1)	(69,042)		—		(66,630)		—		Convertible senior notes activity, net of tax(1)	(39,398)		1,212		(38,446)		—
Net income (loss), diluted		$	182,520	$	6,651	$	198,150	$	(25,764)
Net (loss) income, diluted										Net (loss) income, diluted	$	(14,786)	$	8,688	$	(11,648)	$	13,218
Denominator:	Denominator:									Denominator:
Weighted average shares used to compute net income (loss) per share, basic		126,132		144,746		128,166		140,775
Weighted average shares used to compute net income per share, basic										Weighted average shares used to compute net income per share, basic	117,977		126,272		120,828		129,201
Shares related to stock plan activity	Shares related to stock plan activity	504		1,953		674		—		Shares related to stock plan activity	—		427		—		733
Shares related to convertible senior notes	Shares related to convertible senior notes	21,409		—		22,381		—		Shares related to convertible senior notes	14,967		22,875		16,588		—
Weighted average shares used to compute net income (loss) per share, diluted		148,045		146,699		151,221		140,775
Weighted average shares used to compute net (loss) income per share, diluted										Weighted average shares used to compute net (loss) income per share, diluted	132,944		149,574		137,416		129,934

Net income (loss) per share, diluted		$	1.23	$	0.05	$	1.31	$	(0.18)
Net (loss) income per share, diluted										Net (loss) income per share, diluted	$	(0.11)	$	0.06	$	(0.08)	$	0.10

(1) Includes the gain on early extinguishment ~~on our 2026 notes~~ and interest expense on our notes, net of tax. For further information, see Note 8,5, “Convertible Senior Notes.”

The following potential weighted-average shares of common stock outstanding were excluded from the computation of diluted net income (loss) per share because including them would have been anti-dilutive (in thousands):


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
Shares related to stock plan activity	Shares related to stock plan activity	7,534	849	4,148	2,727	Shares related to stock plan activity	9,982	8,041	7,661	3,645
Shares related to convertible senior notes	Shares related to convertible senior notes	—	22,875	—	23,876	Shares related to convertible senior notes	—	—	—	22,875
Total common stock equivalents	Total common stock equivalents	7,534	23,724	4,148	26,603	Total common stock equivalents	9,982	8,041	7,661	26,520

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Note 4. Cash and Cash Equivalents, ~~and~~ Investments and Fair Value Measurements

The following tables show our cash and cash equivalents, and investments’ fair value level classification, adjusted cost, unrealized gain, unrealized loss and fair value as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands except for fair value levels):


		September 30, 2022										June 30, 2023
		Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value			Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:	Cash and cash equivalents:										Cash and cash equivalents:
Cash	Cash		$	35,131	$	—	$	—	$	35,131	Cash		$	38,597	$	—	$	—	$	38,597

Money market funds	Money market funds	Level 1	34,218		—		—		34,218		Money market funds	Level 1	136,771		—		—		136,771

Total cash and cash equivalents	Total cash and cash equivalents		$	69,349	$	—	$	—	$	69,349	Total cash and cash equivalents		$	175,368	$	—	$	—	$	175,368
Short-term investments:	Short-term investments:										Short-term investments:
Commercial paper		Level 2	$	11,720	$	—	$	(114)	$	11,606

Corporate debt securities	Corporate debt securities	Level 2	770,221				(12,945)		757,276		Corporate debt securities	Level 2	$	106,429	$	—	$	(805)	$	105,624
U.S. treasury securities	U.S. treasury securities	Level 1	104,671		—		(2,145)		102,526		U.S. treasury securities	Level 1	30,063		—		(32)		30,031

Agency bonds											Agency bonds	Level 2	74,496		—		(465)		74,031
Total short-term investments	Total short-term investments		$	886,612	$	—	$	(15,204)	$	871,408	Total short-term investments		$	210,988	$	—	$	(1,302)	$	209,686
Long-term investments:	Long-term investments:										Long-term investments:
Corporate debt securities	Corporate debt securities	Level 2	$	156,687	$	—	$	(4,065)	$	152,622	Corporate debt securities	Level 2	$	195,372	$	10	$	(1,736)	$	193,646
U.S. treasury securities	U.S. treasury securities	Level 1	101,890		—		(1,907)		99,983		U.S. treasury securities	Level 1	98,946		—		(1,168)		97,778
Agency bonds	Agency bonds	Level 2	34,119		57		—		34,176		Agency bonds	Level 2	133,017		—		(1,683)		131,334
Total long-term investments	Total long-term investments		$	292,696	$	57	$	(5,972)	$	286,781	Total long-term investments		$	427,335	$	10	$	(4,587)	$	422,758


		December 31, 2021										December 31, 2022
		Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value			Fair Value Level	Adjusted Cost		Unrealized Gain		Unrealized Loss		Fair Value
Cash and cash equivalents:	Cash and cash equivalents:										Cash and cash equivalents:
Cash	Cash		$	30,324	$	—	$	—	$	30,324	Cash		$	33,532	$	—	$	—	$	33,532
Money market funds	Money market funds	Level 1	823,754		—		—		823,754		Money market funds	Level 1	440,145		—		—		440,145

Total cash and cash equivalents	Total cash and cash equivalents		$	854,078	$	—	$	—	$	854,078	Total cash and cash equivalents		$	473,677	$	—	$	—	$	473,677
Short-term investments:	Short-term investments:										Short-term investments:
Commercial paper	Commercial paper	Level 2	$	124,211	$	2	$	(33)	$	124,180	Commercial paper	Level 2	$	11,744	$	—	$	(29)	$	11,715
Corporate debt securities	Corporate debt securities	Level 2	552,609		36		(546)		552,099		Corporate debt securities	Level 2	491,459		—		(4,130)		487,329
U.S. treasury securities											U.S. treasury securities	Level 1	85,271		—		(342)		84,929

Agency bonds		Level 2	15,500		2		—		15,502
Total short-term investments	Total short-term investments		$	692,320	$	40	$	(579)	$	691,781	Total short-term investments		$	588,474	$	—	$	(4,501)	$	583,973
Long-term investments:	Long-term investments:										Long-term investments:
Corporate debt securities	Corporate debt securities	Level 2	$	724,517	$	—	$	(3,277)	$	721,240	Corporate debt securities	Level 2	$	125,735	$	158	$	(909)	$	124,984
U.S. treasury securities	U.S. treasury securities	Level 1	24,860		—		(107)		24,753		U.S. treasury securities	Level 1	30,633		122		—		30,755

Agency bonds											Agency bonds	Level 2	60,635		—		(141)		60,494
Total long-term investments	Total long-term investments		$	749,377	$	—	$	(3,384)	$	745,993	Total long-term investments		$	217,003	$	280	$	(1,050)	$	216,233

As of ~~September~~June 30, ~~2022,~~2023, we determined that the ~~declines in the market value of~~unrealized losses on our ~~investment portfolio~~investments were not driven by credit related factors. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022, we did not recognize any losses on our investments due to credit related factors. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, our realized gains and losses on investments were not significant.

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The following table shows our cash equivalents and investments' adjusted cost and fair value by contractual maturity as of ~~September~~June 30, ~~2022~~2023 (in thousands):


		Adjusted Cost		Fair Value			Adjusted Cost		Fair Value
Due in 1 year or less		$	886,612	$	871,408
Due in 1-2 years		292,696		286,781
Due within one year						Due within one year	$	210,988	$	209,686
Due after one year through three years						Due after one year through three years	427,335		422,758
Investments not due at a single maturity date	Investments not due at a single maturity date	34,218		34,218		Investments not due at a single maturity date	136,771		136,771
Total	Total	$	1,213,526	$	1,192,407	Total	$	775,094	$	769,215

Investments not due at a single maturity date in the preceding table consisted of money market funds.

Strategic ~~Investment~~Investments

In May 2023, we entered into a $15.0 million commitment to invest in Sound Ventures AI Fund, L.P. (Sound Ventures), a limited partnership that invests in artificial intelligence companies, for an approximate 6% ownership. We accounted for our investment under the equity method of accounting. During the three months ended June 30, 2023, we funded $9.6 million of our investment commitment. As part of the conditions for entering into the investment, we are contractually required to provide additional investment commitments. As of June 30, 2023, we have unfunded investment commitments of $5.4 million, which can be issued at any time within five years of the commencement of the partnership, which occurred in February 2023.

In July 2022, we completed an investment of $6.0 million in Knack Technologies, Inc. (Knack), a privately held U.S. based peer-to-peer tutoring platform for higher education institutions. We do not have the ability to exercise significant influence over Knack's operating and financial policies and have elected to account for our investment at cost as it does not have a readily determinable fair value. We did not record any impairment charges during the three and six months ended ~~September~~June 30, ~~2022,~~2023, as there were no significant identified events or changes in circumstances that would be considered an indicator for impairment. There were no observable price changes in orderly transactions for the identical or similar investments of the same issuer during the three and six months ended ~~September~~June 30, ~~2022.~~2023.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value with the exception of the notes. The estimated fair value of the notes was determined based on the trading price of the notes as of the last day of trading for the period. We consider the fair value of the notes to be a Level 2 measurement due to the limited trading activity. The estimated fair value of the 2026 notes as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 was ~~$370.0~~$312.7 million and ~~$840.0~~$385.0 million, respectively. The estimated fair value of the 2025 notes as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 was ~~$595.0~~$318.5 million and ~~$682.2~~$640.5 million, respectively. For further information on the notes, refer to Note 8,5, “Convertible Senior Notes.”

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~~Note 5. Acquisition~~

On January 13, 2022, we completed our acquisition of 100% of the outstanding shares of Busuu Online S.L (Busuu) in cash, an online language learning company that offers a comprehensive solution through a combination of self-paced lessons, live classes with expert tutors and the ability to learn and practice with members of the Busuu language learning community. The acquisition helps to expand our existing offerings and global reach through language learning, allowing us to drive further into international markets.

~~The following table presents the preliminary allocation of purchase consideration recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):~~


	~~Busuu~~
~~Cash and cash equivalents~~	$	~~20,525~~
~~Accounts receivable~~	~~2,446~~
~~Right of use assets~~	~~2,715~~
~~Other acquired assets~~	~~3,710~~
~~Acquired intangible assets~~	~~71,600~~
~~Total identifiable assets acquired~~	~~100,996~~
~~Accounts payable~~	~~(5,174)~~
~~Accrued liabilities(1)~~	~~(21,964)~~
~~Deferred revenue~~	~~(16,761)~~
~~Long term operating lease liabilities~~	~~(2,038)~~
~~Other long-term liabilities(1)~~	~~(1,646)~~
~~Net identifiable assets acquired~~	~~53,413~~
~~Goodwill~~	~~368,237~~
~~Total fair value of purchase consideration~~	$	~~421,650~~

~~(1)~~During the three months ended June 30, 2022, we recorded a $0.8 million decrease to accrued liabilities and a $1.7 million increase to other long-term liabilities as a result of measurement period adjustments to the fair value of the initial liabilities related to taxes.

The estimates and assumptions regarding the fair value of certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are subject to change as we obtain additional information during the measurement period, which usually lasts for up to one year from the acquisition date.

Goodwill is primarily attributable to the potential for expanding our offerings to include an online language learning platform and global reach allowing us to drive further into international markets. Substantially all of the amounts recorded for intangible assets and goodwill are deductible for tax purposes.

~~The following table presents the details of the allocation of purchase consideration to the acquired intangible assets (in thousands, except weighted-average amortization period):~~

Busuu
Amount Weighted-Average Amortization Period (in months)
Trade name $ 4,600 72
Customer lists 18,000 24
Developed technology 49,000 84
Total acquired intangible assets $ 71,600 68

During the nine months ended September 30, 2022 and year ended December 31, 2021, we incurred acquisition-related expenses of $0.6 million and $5.3 million, respectively, associated with our acquisition of Busuu, which have been included in general and administrative expense on our condensed consolidated statement of operations.

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The purchase consideration was paid in Euros, which is different from our functional currency of United States Dollars. We initially funded an equivalent of $417.0 million that was remeasured at $421.7 million at closing, which is included in our statement of cash flows as a cash outflow from investing activities net of cash acquired, resulting in a $4.6 million gain included in other income (expense), net on our condensed consolidated statement of operations.

The Busuu purchase agreement provides for additional payments of up to approximately $25.5 million, subject to the continued employment of certain key employees. These payments are not included in the fair value of the purchase consideration but rather are expensed ratably as acquisition-related compensation costs and classified based on the employees' job function, on our condensed consolidated statement of operations. As of September 30, 2022, we have recorded approximately $5.3 million within accrued liabilities on our condensed consolidated balance sheets for these payments.

Since the acquisition date, we have recorded revenues and net loss from Busuu of $29.0 million and $28.7 million, respectively. These results should not be taken as representative of future results of operations of the combined company. The following unaudited supplemental pro forma revenues and earnings is for informational purposes only and presents our combined results as if the acquisition of Busuu had occurred on January 1, 2021. During the three and nine months ended September 30, 2022, our unaudited supplemental pro forma revenues would have been $164.7 million and $562.4 million, respectively. During the three and nine months ended September 30, 2021, our unaudited supplemental pro forma revenues would have been $184.2 million and $601.5 million, respectively. During the three and nine months ended September 30, 2022, our unaudited supplemental pro forma earnings would have been a net income of $253.6 million and $267.3 million, respectively. During the three and nine months ended September 30, 2021, our unaudited supplemental pro forma earnings would have been a net loss of $3.9 million and $55.6 million, respectively. The unaudited supplemental pro forma earnings information includes the historical combined operating results adjusted for acquisition-related compensation costs, amortization of intangible assets, share-based compensation expense and acquisition-related expenses and does not necessarily reflect the actual results that would have been achieved, nor is it necessarily indicative of our future consolidated results.

~~Note 6. Goodwill and Intangible Assets~~

~~Goodwill consists of the following (in thousands):~~


	~~Nine Months Ended September 30, 2022~~
~~Beginning balance~~	$	~~289,763~~
~~Initial addition due to acquisition~~	~~367,376~~
~~Foreign currency translation adjustment~~	~~(68,298)~~
~~Measurement period adjustments related to prior acquisition(1)~~	~~861~~
~~Ending balance~~	$	~~589,702~~

~~(1)~~ ~~For further information, see Note 5,“Acquisition.”~~

~~Intangible assets consist of the following (in thousands, except weighted-average amortization period):~~

September 30, 2022
Weighted-Average Amortization Period (in months) Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Adjustment Net Carrying Amount
Developed technologies 80 $ 106,703 $ (41,306) $ (8,638) $ 56,759
Content libraries 60 12,230 (8,670) — 3,560
Customer lists 35 34,190 (19,527) (2,385) 12,278
Trade and domain names 52 16,213 (10,928) (836) 4,449
Indefinite-lived trade name — 3,600 — — 3,600
Total intangible assets, net 67 $ 172,936 $ (80,431) $ (11,859) $ 80,646

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December 31, 2021
Weighted-Average Amortization
Period
(in months) Gross
Carrying
Amount Accumulated
Amortization Foreign Currency Translation Adjustment Net
Carrying
Amount
Developed technologies 76 $ 57,521 $ (31,790) $ — $ 25,731
Content libraries 60 12,230 (6,836) — 5,394
Customer lists 47 16,190 (12,432) — 3,758
Trade and domain names 44 11,613 (9,530) — 2,083
Indefinite-lived trade name — 3,600 — — 3,600
Total intangible assets, net 65 $ 101,154 $ (60,588) $ — $ 40,566

During the three and nine months ended September 30, 2022, amortization expense related to our finite-lived intangible assets totaled approximately $6.5 million and $19.7 million, respectively. During the three and nine months ended September 30, 2021, amortization expense related to our finite-lived intangible assets totaled approximately $3.0 million and $10.7 million, respectively.

~~As of September 30, 2022, the estimated future amortization expense related to our finite-lived intangible assets is as follows (in thousands):~~

Remaining three months of 2022 $ 5,950
2023 22,844
2024 12,757
2025 10,688
2026 10,340
Thereafter 14,467
Total $ 77,046

~~Note 7. Required Materials Transition~~

In April 2022, we entered into definitive agreements regarding the sale of our print textbook library and partnership with GT Marketplace, LLC (GT) for our Required Materials product line. We will continue to offer our Required Materials offering on our website and maintain relationships with the students, however, GT has purchased our existing print textbook library for $14 million, subject to payment terms and certain adjustments, and will continue to make print textbook investments and provide fulfillment logistics for print textbook transactions. We expect that we will continue to fulfill eTextbook transactions through the end of 2022, at which point GT will fulfill eTextbook transactions.

Upon board of directors approval of the transaction with GT in April 2022, our net textbook library and unrecognized deferred revenue related to print textbook transactions met the criteria to be classified as a held for sale asset group which had a carrying amount of $7.7 million. During the three months ended June 30, 2022, we subsequently sold the held for sale asset group to GT at a gain of $4.4 million, subject to certain adjustments, included in cost of revenues on our condensed consolidated statement of operations.

Subsequent to April 2022, we no longer recognize operating lease income from print textbooks that we own ratable on a gross basis. In relation to print textbooks owned by GT, we recognize revenues immediately on a net basis, representing the margin earned, based on our role in the transaction as an agent as we have concluded that we do not control the use of the print textbooks, and therefore record only the net revenue share we earn.

Note 8.5. Convertible Senior Notes

In August 2020, we issued $1.0 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (2026 notes). The aggregate principal amount of the 2026 notes includes $100 million from the initial purchasers fully exercising their option to purchase additional notes. In March 2019, we issued $700 million in aggregate principal amount of 0.125% convertible senior notes due in 2025 (2025 notes, together with the 2026 notes, the notes) and in April 2019, the initial purchasers fully exercised their option to purchase $100 million of additional 2025 notes for aggregate total principal amount of

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~~$800~~ $800 million. The notes were issued in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended.

The total net proceeds from the notes are as follows (in thousands):


	2026 Notes		2025 Notes
Principal amount	$	1,000,000	$	800,000
Less initial purchasers’ discount	(15,000)		(18,998)
Less other issuance costs	(904)		(822)
Net proceeds	$	984,096	$	780,180

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The notes are our senior, unsecured obligations and are governed by indenture agreements by and between us and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as Trustee (the indentures). The 2026 notes bear no interest and will mature on September 1, 2026, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The 2025 notes bear interest of 0.125% per year which is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. The 2025 notes will mature on March 15, 2025, unless repurchased, redeemed or converted in accordance with their terms prior to such date.

Each $1,000 principal amount of the 2026 notes will initially be convertible into 9.2978 shares of our common stock. This is equivalent to an initial conversion price of approximately $107.55 per share, which is subject to adjustment in certain circumstances. Each $1,000 principal amount of the 2025 notes will initially be convertible into 19.3956 shares of our common stock. This is equivalent to an initial conversion price of approximately $51.56 per share, which is subject to adjustment in certain circumstances.

Prior to the close of business on the business day immediately preceding June 1, 2026 for the 2026 notes and December 15, 2024 for the 2025 notes, the notes are convertible at the option of holders only upon satisfaction of the following circumstances:

•during any calendar quarter commencing after the calendar quarter ending on December 31, 2020 for the 2026 notes and June 30, 2019 for the 2025 notes, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the respective conversion price for the notes on each applicable trading day;

•during the five-business day period after any 10 consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;

•if we call any or all of the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of certain specified corporate events described in the indentures.

On or after June 1, 2026 for the 2026 notes and December 15, 2024 for the 2025 notes until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, the notes may be settled in shares of our common stock, cash or a combination of cash and shares of our common stock, at our election.

If we undergo a fundamental change, as defined in the indentures, prior to the respective maturity dates, subject to certain conditions, holders of the notes may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if specific corporate events, described in the indentures, occur prior to the respective maturity dates, we will also increase the conversion rate for a holder who elects to convert their notes in connection with such specified corporate events.

In ~~September 2022,~~May 2023, in connection with our securities repurchase program, we extinguished ~~$500.0~~$85.8 million and $341.1 million aggregate principal amount of the 2026 notes and 2025 notes, respectively, in privately-negotiated transactions for ~~$399.9~~a total consideration of $368.6 million, which was paid to the holders in cash. We also incurred approximately ~~$1.3~~$1.2 million in fees resulting in a total ~~consideration~~reacquisition price of ~~$401.2~~$369.8 million. The carrying amount of the extinguished ~~2026~~ notes was ~~$494.7~~$423.5 million resulting in a ~~$93.5~~$53.8 million gain on early extinguishment of debt. We elected to reacquire and not cancel the extinguished 2026 notesand ~~left~~ the ~~associated~~2025 notes were canceled with the trustee. Additionally, we terminated 2025 notes capped call transactions ~~outstanding.~~underlying 6,615,161 shares of our common stock and received aggregate cash proceeds of $0.3 million. As of ~~September~~June 30, ~~2022,~~2023, we had 9,297,800 and 6,961,352 shares remaining underlying the 2026 notes ~~capped call transactions.~~and 2025 notes, respectively.

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During the three months ended ~~September~~June 30, ~~2022,~~2023, the conditions allowing holders of the 2026 notes and 2025 notes to convert were not met and therefore the 2026 notes and 2025 notes are not convertible the following quarter. ~~During the year ended December 31, 2021, we issued 2,983,011 shares of our common stock related to the redemption of our 2023 notes.~~

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The net carrying amount of the notes is as follows (in thousands):


		September 30, 2022				December 31, 2021				June 30, 2023						December 31, 2022
		2026 Notes		2025 Notes		2026 Notes		2025 Notes				2026 Notes		2025 Notes			2026 Notes		2025 Notes
Principal	Principal	$	500,000	$	699,979	$	1,000,000	$	699,982		Principal	$	414,198	$	358,914		$	500,000	$	699,979

Unamortized issuance costs	Unamortized issuance costs	(5,169)		(7,297)		(12,309)		(9,518)			Unamortized issuance costs	(3,466)		(2,603)			(4,837)		(6,549)
Net carrying amount	Net carrying amount	$	494,831	$	692,682	$	987,691	$	690,464		Net carrying amount	$	410,732	$	356,311		$	495,163	$	693,430

The following ~~tables set~~table sets forth the total interest expense recognized related to the notes (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
2026 notes:	2026 notes:									2026 notes:
Contractual interest expense	Contractual interest expense	$	—	$	—	$	—	$	—	Contractual interest expense	$	—	$	—	$	—	$	—
Amortization of issuance costs	Amortization of issuance costs	556		663		1,863		1,970		Amortization of issuance costs	310		657		635		1,307
Total 2026 notes interest expense	Total 2026 notes interest expense	$	556	$	663	$	1,863	$	1,970	Total 2026 notes interest expense	$	310	$	657	$	635	$	1,307
2025 notes:	2025 notes:									2025 notes:
Contractual interest expense	Contractual interest expense	$	220	$	221	$	654	$	676	Contractual interest expense	$	182	$	219	$	398	$	434
Amortization of issuance costs	Amortization of issuance costs	749		749		2,221		2,297		Amortization of issuance costs	621		740		1,353		1,472
Total 2025 notes interest expense	Total 2025 notes interest expense	$	969	$	970	$	2,875	$	2,973	Total 2025 notes interest expense	$	803	$	959	$	1,751	$	1,906
2023 notes:
Contractual interest expense		$	—	$	—	$	—	$	78
Amortization of issuance costs		—		—		—		242
Total 2023 notes interest expense		$	—	$	—	$	—	$	320

Capped Call Transactions

Concurrently with the offering of the 2026 notes and 2025 notes, we used $103.4 million and $97.2 million, respectively, of the net proceeds to enter into privately negotiated capped call transactions which are expected to reduce or offset potential dilution to holders of our common stock upon conversion of the notes or offset the potential cash payments we would be required to make in excess of the principal amount of any converted notes. The capped call transactions automatically exercise upon conversion of the notes and as of ~~September~~June 30, ~~2022,~~2023, cover 9,297,800 and ~~13,576,513~~6,961,352 shares of our common stock for the 2026 notes and 2025 notes, respectively. These are intended to effectively increase the overall conversion price from $107.55 to $156.44 per share for the 2026 notes and $51.56 to $79.32 per share for the 2025 notes. The effective increase in conversion price as a result of the capped call transactions serves to reduce potential dilution to holders of our common stock and/or offset the cash payments we are required to make in excess of the principal amount of any converted notes. As these transactions meet certain accounting criteria, they are recorded in stockholders’ equity as a reduction of additional paid-in capital on our condensed consolidated balance sheets and are not accounted for as derivatives. The fair value of the capped call instrument is not remeasured each reporting period. The cost of the capped call is not expected to be deductible for tax purposes.

Note 9.6. Commitments and Contingencies

We may from time to time be subject to certain legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks, patents, copyrights, and other intellectual property rights; employment claims; and general contract or other claims. We may also, from time to time, be subject to various legal or government claims, demands, disputes, investigations, or requests for information. Such matters may include, but not be limited to, claims, disputes, or investigations related to warranty, refund, breach of contract, employment, intellectual property, government regulation, or compliance or other matters.

On March 1, 2023, Plaintiff Shiva Stein, derivatively on behalf of Chegg, filed a stockholder derivative complaint in the Court of Chancery of the State of Delaware (Case No. 2023-0244-NAC) asserting breach of fiduciary duty, unjust enrichment, and waste of corporate asset claims against members of Chegg’s Board and certain Chegg officers. The matter is stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.

On February 14, 2023, Plaintiff Brian Stansell, individually and on behalf of other similarly situated stockholders of Chegg, filed a putative class action complaint in the Court of Chancery of the State of Delaware (Case No. 2023-0180) on behalf of all Chegg stockholders who were eligible to vote at Chegg's 2022 Annual Stockholders' Meeting, asserting breach of fiduciary duty claims against the members of Chegg's Board. The Company disputes these claims and intends to vigorously defend itself in this matter.

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On December 27, 2022, Plaintiff Sheri Moyer, individually and on behalf of all others similarly situated, filed a putative consumer class action in the United States District Court for the Northern District of California (Case No. 22-cv-09123) on behalf of all purchasers of a Chegg product or service as part of an automatic renewal plan or continuous service offer within the past four years. On July 25, 2023, the Company received an order granting its motion to compel arbitration, and the case will be stayed pending arbitration. The Company disputes these claims and intends to vigorously defend itself in this matter.

On December 22, 2022, JPMorgan Chase Bank, N.A. (JPMC) asserted a demand for repayment by the Company of certain investment proceeds received by the Company in its capacity as an investor in TAPD, Inc. (more commonly known as “Frank”). JPMC seeks such repayment pursuant to certain provisions in the existing Support Agreement between JPMC and the Company that was entered into in connection with JPMC's acquisition of Frank. JPMC has alleged fraud on the part of certain former Frank executives regarding the quantity and quality of its customer accounts. The Company is not at fault however is pursuing a settlement agreement with JPMC. As of June 30, 2023, a loss is probable and reasonably estimable, therefore we have recognized an estimated loss contingency accrual of $7.0 million within general and administrative expense on our condensed consolidated statements of operations.

On November 9, 2022, Plaintiff Joshua Keller, individually and on behalf of all others similarly situated, filed a putative class action in the United States District Court for the Northern District of California (Case No. 22-cv-06986) on behalf of individuals whose data was allegedly impacted by past data breaches. The Company disputes these claims and intends to vigorously defend itself in this matter.

On March 30, 2022, Joseph Robinson, derivatively on behalf of Chegg, filed a shareholder derivative complaint against Chegg and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging violations of securities laws and breaches of fiduciary ~~duties, among others (the “Robinson Matter”). The Robinson Matter~~duties. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with ~~the~~ Choi, ~~Matter (described below)~~below, and ~~has been stayed on the same terms.~~both matters are stayed. The Company disputes these claims and intends to vigorously defend itself in this matter.

On January 12, 2022, Rak Joon Choi, derivatively on behalf of Chegg, filed a shareholder derivative complaint against Chegg and certain of its current and former directors and officers in the United States District Court for the Northern District of California, alleging violations of securities laws, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate ~~assets, among others (the “Choi Matter”).~~assets. On February 22, 2023, Plaintiff filed an Amended Shareholder Derivative Complaint. This matter has been consolidated with Robinson, above, and both matters are stayed. The Company disputes these claims and intends to vigorously defend itself in this matter. On March 1, 2022, the court entered an order deeming the Choi Matter related to the Leventhal Matter (described below). On March 29, 2022, the Court entered an order staying the Choi Matter during the pendency of the Leventhal Matter.

On December 22, 2021, Steven Leventhal, individually and on behalf of all others similarly situated, filed a ~~putative~~purported securities fraud class action on behalf of all purchasers of Chegg common stock between May 5, 2020 and November 1, 2021, inclusive, against Chegg and certain of its current and former officers in the United States District Court for the Northern District of California (Case No. 5:21-cv-09953), alleging that Chegg and several of its officers made materially false and misleading statements in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of ~~1934 (the “Leventhal Matter”).~~1934. On September 7, 2022, ~~Judge Edward J. Davila~~KBC Asset Management and The Pompano Beach Police & Firefighters Retirement System were appointed ~~the~~as lead plaintiff ~~and approved lead counsel~~ in ~~this matter.The parties agreed upon a scheduling for amending~~ the ~~complaint~~case. On December 8, 2022, Plaintiff filed his Amended Complaint and ~~motion to dismiss briefing in early 2023, and with a hearing slated for June 2023.~~ ~~The plaintiff in this matter~~ seeks unspecified compensatory damages, costs, and expenses, including counsel and expert fees. The Company disputes these claims and intends to vigorously defend itself in this matter.

On September 13, 2021, Pearson Education, Inc. (Pearson) filed a complaint captioned Pearson Education, Inc. v. Chegg, Inc. (Pearson Complaint) in the United States District Court for the District of New Jersey against the Company (Case 2:21-cv-16866), alleging infringement of Pearson’s registered copyrights and exclusive rights under copyright in violation of the United States Copyright Act. Pearson is seeking injunctive relief, monetary damages, costs, and attorneys’ fees. The Company filed its answer to the Pearson Complaint on November 19, 2021. OnPearson’s June 29, 2022 ~~Pearson filed a~~ Motion for Leave to File Amended Complaint ~~which seeks~~seeking to add Bedford, Freeman & Worth Publishing Group, LLC d/b/a Macmillan Learning ~~(“Macmillan Learning”)~~ as a plaintiff ~~add~~was denied. Pearson filed an ~~additional claim for relief~~Amended Complaint on ~~behalf of both Pearson~~May 10, 2023, and ~~Macmillan Learning for copyright infringement, and add allegations regarding Pearson’s original complaint.~~the Company filed an amended answer on June 7, 2023. The Company disputes these claims and intends to vigorously defend itself in this matter.

On June 18, 2020, we received a Civil Investigative Demand (CID) from the Federal Trade Commission (FTC) ~~to determine whether we may have violated Section 5 of the FTC Act or the Children's Online Privacy Protection Act (COPPA), as they relate to~~regarding certain alleged deceptive or unfair acts or practices related to consumer privacy and/or data security. ~~We have provided~~On October 31, 2022, the FTC ~~with~~published the requested responses to interrogatories and follow-up questions and have produced documents pertaining to data breach incidents and our data security and privacy practices generally. We have agreed to enter into a Consent Order with the FTC related to consumerparties’ agreed-upon consent order regarding Chegg’s privacy and data security ~~which has been announced by~~practices. On January 27, 2023, the FTC ~~but has not yet been published on~~finalized its order ("Final Order") requiring Chegg to implement a comprehensive information security program, limit the ~~Federal Register.~~data the Company can collect and retain, offer users multi factor authentication to secure their accounts, and allow users to request access to and delete their data. No ~~COPPA provisions nor~~ monetary penalties or fines ~~are~~were included in the ~~Consent~~Final Order.

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~~On May 12, 2020,~~Aside from the loss contingency accrual recorded related to the Frank matter, we received notice that 15,107 arbitration demands were filed against us on April 30, 2020 by individuals all represented by the same legal counsel. Each individual claimant claimed to have suffered more than $25 thousand in damages as a result of the unauthorized access of certain items of their user data in April 2018. On July 1, 2020, an additional 1,007 arbitration demands were filed by the same counsel, making identical allegations. On August 12, 2020, an additional 577 arbitration demands were filed by the same counsel, making identical allegations. Related cases were filed by the same counsel in Maryland and California. We disputed that these claimants had a valid basis for seeking arbitration, asserted that they have acted in bad faith and have been working with the Maryland and California courts and plaintiffs’ counsel on resolution of these claims. The Maryland case is now closed. On August 22, 2021, Chegg and the claimants' legal counsel, on behalf of its clients, entered into a settlement agreement, pursuant to which each eligible claimant that signs a release agreement agrees, among other things, to dismiss with prejudice all claims against Chegg that such claimant currently maintains in exchange for such claimant's pro rata portion of the settlement amount. Claimants had until January 26, 2022 to sign their release agreements. As a result of the settlement, all but four petitions to compel arbitration in the California action were dismissed with prejudice.

We have not recorded any additional loss contingency accruals related to the above matters as we do not believe that a loss is probable in these matters. We are not aware of any other pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our consolidated financial position, results of operations, or cash flows. However, our analysis of whether a claim will proceed to litigation cannot be predicted with certainty, nor can the results of litigation be predicted with certainty. Nevertheless, defending any of these actions, regardless of the outcome, may be costly,

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time consuming, distract management personnel and have a negative effect on our business. An adverse outcome in any of these actions, including a judgment or settlement, may cause a material adverse effect on our future business, operating results and/or financial condition.

Note ~~10.~~7. Guarantees and Indemnifications

We have agreed to indemnify our directors and officers for certain events or occurrences, subject to certain limits, while such persons are or were serving at our request in such capacity. We may terminate the indemnification agreements with these persons upon termination of employment, but termination will not affect claims for indemnification related to events occurring prior to the effective date of termination. We have a directors’ and officers’ insurance policy that limits our potential exposure up to the limits of our insurance coverage. In addition, we also have other indemnification agreements with various vendors against certain claims, liabilities, losses, and damages. The maximum amount of potential future indemnification is unlimited.

We believe the fair value of these indemnification agreements is immaterial. We have not recorded any liabilities for these agreements as of ~~September~~June 30, ~~2022.~~2023.

Note 8. Common Stock

We are authorized to issue 400 million shares of our common stock, with a par value per share of $0.001. As of June 30, 2023, we have reserved the following shares of our common stock for future issuance:


			June 30, 2023

Outstanding stock options			257,542
Outstanding RSUs and PSUs			11,162,669
Shares available for grant under the 2023 Equity Incentive Plan			12,070,617
Shares available for issuance under the Amended and Restated 2013 Employee Stock Purchase Plan			4,000,000
Total common shares reserved for future issuance			27,490,828

StockPlans

2023 Equity Incentive Plan

On April 7, 2023, our Board of Directors adopted our 2023 Equity Incentive Plan (the “2023 EIP”), which was subsequently approved by our stockholders and became effective on June 7, 2023, replacing our 2013 Equity Incentive Plan (the “2013 Plan”). On the effective date of the 2023 EIP, 12,000,000 shares of our common stock were reserved for issuance under the 2023 EIP. On June 6, 2023, the date on which the 2013 Plan expired, all remaining shares available for grant under the 2013 Plan were cancelled, and we will not make any additional grants under the 2013 Plan. In addition, any shares subject to awards, including shares subject to awards granted under the 2013 Plan that were outstanding on June 7, 2023, that are cancelled, forfeited, repurchased, expire by their terms without shares being issued, are used to pay the exercise price of an option or stock appreciation right or withheld to satisfy the tax withholding obligations related to any award, will be returned to the pool of shares available for grant and issuance under the 2023 Plan. As of June 30, 2023, there were 12,070,617 shares available for grant under the 2023 EIP. The 2023 EIP permits the granting of incentive stock options, non-qualified stock options, RSUs, restricted stock awards, stock bonus awards, stock appreciation rights and performance awards. The 2023 EIP terminates on April 7, 2033.

Amended and Restated 2013 Employee Stock Purchase Plan

On April 7, 2023, our Board of Directors adopted our Amended and Restated 2013 Employee Stock Purchase Plan (the “A&R ESPP”), which was subsequently approved by our stockholders and became effective on June 7, 2023. The A&R ESPP permits eligible employees to purchase shares of our common stock by accumulating funds through periodic payroll deductions.

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The A&R ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code. Under the A&R ESPP, eligible employees will be granted an option to purchase shares of our common stock at a 15% discount to the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period or (ii) the last day of each purchase period in the applicable offering period. The Compensation Committee of our Board of Directors shall determine the duration and commencement date of each offering period, provided that an offering period shall in no event be longer than twenty-seven (27) months, except as otherwise provided by an applicable sub-plan. Upon approval of the A&R ESPP, the available share pool under our existing 2013 Employee Stock Purchase Plan was reduced, and we have reserved 4,000,000 shares of our common stock under the A&R ESPP. As of June 30, 2023, there were 4,000,000 shares of common stock available for future issuance under the A&R ESPP.

Note ~~11.~~9. Stockholders' Equity

Share Repurchases

In June 2023, we repurchased 3,433,157 shares of our common stock in open market transactions for $34.5 million.

In February 2023, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2023 ASR). We accounted for the 2023 ASR as two separate transactions, a repurchase of our common stock and an equity-linked contract indexed to our common stock that met certain accounting criteria for classification in stockholders' equity. Upon execution, we paid a fixed amount of $150.0 million and received an initial delivery of 7,599,747 shares of our common stock, which were retired immediately. The initial delivery of shares of our common stock represented approximately 80 percent of the fixed amount paid of $150.0 million, which was based on the share price of our common stock on the date of execution. The 2023 ASR, along with $1.9 million in associated costs, primarily consisting of an estimated 1% excise tax, were recorded as a reduction to additional paid in capital on our condensed consolidated statements of stockholders’ equity. The 2023 ASR settled during the three months ended June 30, 2023 and we received an additional delivery of 1,974,762 shares of our common stock, which were retired immediately. The 2023 ASR resulted in a total repurchase of 9,574,509 shares of our common stock at a volume-weighted-average price, less an agreed upon discount, of $15.67 per share. We were not required to make any additional cash payments or delivery of common stock to the financial institution upon settlement.

In February 2022 and December 2021, we entered into ASR agreements with financial institutions. During the year ended December 31, 2022, we received a total of 11,562,475 shares of our common stock from these ASR agreements, which were retired immediately. Additionally, during the year ended December 31, 2022, we repurchased 1,146,803 shares of our common stock in open market transactions.

Securities Repurchase Program

As of ~~September 30,~~December 31, 2022, we had $642.6 million remaining under the securities repurchase program. During the six months ended June 30, 2023, we repurchased shares of our common stock for $184.5 million and a portion of our notes for $368.6 million. As of June 30, 2023, we had $89.4 million remaining under the securities repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.

~~Accelerated Share Repurchases~~

On February 22, 2022, we entered into an accelerated share repurchase (ASR) agreement with a financial institution (2022 ASR). We accounted for the 2022 ASR as two separate transactions, a repurchase of our common stock and an equity-linked contract indexed to our common stock that met certain accounting criteria for classification in stockholders' equity. Upon execution, we paid a fixed amount of $300.0 million and received an initial delivery of 8,562,255 shares of our common stock over the following three business days, which were retired immediately. The initial delivery of shares of our common stock represented approximately 80 percent of the fixed amount paid of $300.0 million, which was based on the share price of our common stock on the date of execution. The 2022 ASR was recorded as a reduction to additional paid in capital on our condensed consolidated statements of stockholders’ equity. The 2022 ASR settled during the three months ended June 30, 2022 and we received an additional delivery of 837,001 shares of our common stock, which were retired immediately. The 2022 ASR resulted in a total repurchase of 9,399,256 shares of our common stock at a volume-weighted-average price, less an agreed upon discount, $31.9174 per share. We were not required to make any additional cash payments or delivery of common stock to the financial institutions upon settlement.

On December 3, 2021, we entered into an ASR agreement with a financial institution (2021 ASR) to repurchase $300.0 million of our outstanding common stock. The 2021 ASR settled during the three months ended March 31, 2022 and we received an additional delivery of 2,163,219 shares of our common stock.

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Share-based Compensation Expense

Total share-based compensation expense recorded for employees and non-employees is as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Cost of revenues	Cost of revenues	$	653	$	393	$	1,945	$	1,174	Cost of revenues	$	560	$	669	$	1,087	$	1,292
Research and development	Research and development	9,172		8,917		30,954		25,976		Research and development	11,968		10,006		22,882		21,782
Sales and marketing	Sales and marketing	2,771		3,051		11,176		9,625		Sales and marketing	2,182		4,019		4,681		8,405
General and administrative	General and administrative	21,574		12,151		54,266		39,382		General and administrative	21,210		16,393		41,016		32,692
Total share-based compensation expense	Total share-based compensation expense	$	34,170	$	24,512	$	98,341	$	76,157	Total share-based compensation expense	$	35,920	$	31,087	$	69,666	$	64,171

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we capitalized share-based compensation expense of $0.7 million and ~~$4.8~~$1.7 million, respectively. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we capitalized share-based compensation expense of ~~$0.6~~$2.3 million and ~~$1.8~~$4.1 million, respectively.

~~RSU and PSU Activity~~ As of June 30, 2023, total unrecognized share-based compensation expense was approximately $204.8 million, which is expected to be recognized over the remaining weighted-average vesting period of approximately 2.1 years.

Activity for RSUs and PSUs is as follows:

RSUs and PSUs Outstanding
Shares Outstanding Weighted Average Grant Date Fair Value
Balance at December 31, 2021 8,171,462 $ 46.36
Granted 4,570,547 28.36
Released (1,356,059) 63.12
Forfeited (1,612,877) 39.31
Balance at September 30, 2022 9,773,073 $ 36.80

As of September 30, 2022, our total unrecognized share-based compensation expense related to RSUs and PSUs was approximately $238.0 million, which will be recognized over the remaining weighted-average vesting period of approximately 2.4 years.


	RSUs and PSUs Outstanding
	Shares Outstanding	Weighted Average Grant Date Fair Value
Balance at December 31, 2022	9,155,680	$	36.03
Granted	5,269,726	15.68
Released	(2,080,263)	36.20
Forfeited	(1,182,474)	30.53
Balance at June 30, 2023	11,162,669	26.98

Note ~~12. Income Taxes~~10. Restructuring

In June 2023, we announced a reduction in workforce to better position the Company to execute against its AI strategy and to create long-term, sustainable value for its students and investors. This resulted in a management approved restructuring plan that impacted approximately 90 employees primarily in the United States. During the three ~~and nine~~ months ended ~~September~~June 30, ~~2022,~~2023, we recorded ~~a benefit~~restructuring charges of $5.7 million related to one-time employee termination benefits classified on our condensed consolidated statements of operations based on the employees' job function. As of June 30, 2023, $2.0 million in payments have been made and the $3.7 million liability is included within accrued liabilities on our condensed consolidated balance sheets. The total cost of the restructuring plan has been recorded and we expect it to be completed by the end of fiscal 2023. We expect cost savings from ~~income taxes of $167.3 million and $163.0 million, respectively. During~~ the ~~three and nine months ended September 30, 2021, we recorded a provision for income taxes of $0.7 million and $5.8 million, respectively.~~restructuring plan to be reinvested in future growth opportunities.

During the three and nine months ended September 30, 2022, the benefit from income taxes was primarily due to the $174.6 million release of the valuation allowance as a discrete non-cash income tax benefit on certain U.S. and state deferred tax assets. Previously, we maintained a valuation allowance against our deferred tax assets until we expected that it would be more-likely-than not that they would be realized. The release of the valuation allowance is the result of our expectation that our domestic operations will continue to be profitable and is based on a detailed evaluation of all available evidence. The principal indicator leading to the release is the recent cumulative earnings of U.S. and certain state jurisdictions and the forecasted earnings in these jurisdictions. We continue to maintain a valuation allowance against our California deferred tax assets and our anticipated capital loss temporary differences. We will continue to quarterly assess the need for such valuation allowance.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See the section titled “Note about Forward-Looking Statements” for additional information. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q.

Overview

Millions of people all around the world Learn with Chegg. Our mission is to improve learning and learning outcomes by putting students first. We support life-long learners starting with their academic journey and extending into their careers. The Chegg platform provides products and services to support learners to help them better understand their academic course materials, and also provides personal and professional development skills training, to help them achieve their learning goals.

~~Students subscribe~~Our long-term strategy is centered upon our ability to utilize Subscription Services to increase student engagement with our learning platform. We continue to invest in the expansion of our offerings and technology platform to provide a more compelling and personalized solution and deepen engagement with students. More recently, we have rapidly realigned our resources around our artificial intelligence efforts, including developing the large language models required for our students to have a fully generative, conversational experience. In addition, we believe these investments will allow us to sustain profitability and remain cash-flow positive in the long-term. Our ability to achieve these long-term objectives is subject to numerous risks and uncertainties including our ability to attract, retain, and increasingly engage the student population, reduced traffic to our ~~subscription~~ services, ~~collectively referred~~and other factors, such as the rapidly changing development of artificial intelligence technologies and global macroeconomic conditions, which continue to asevolve and affect our business and results of operations. Student interest in and usage of artificial intelligence technologies have increased, which we believe has and may continue to negatively impact the number of subscriber acquisitions. As a result, we are experiencing an adverse effect on our operating results, growth and financial condition, which may continue. These risks and uncertainties are described in greater detail in Part I, Item 1A, “Risk Factors.”

During the three and six months ended June 30, 2023, we generated net revenues of $182.9 million and $370.5 million, respectively. During the three and six months ended June 30, 2022, we generated net revenues of $194.7 million and $397.0 million, respectively.

We have changed our revenue disaggregation to Subscription Services and Skills and Other to better reflect the nature and timing of revenue and cash flows. Subscription Services includes revenues from our Chegg Study Pack, Chegg Study, Chegg Writing, Chegg Math, and Busuu offerings. Skills and Other includes revenues from our Skills, advertising services, print textbooks and eTextbooks offerings. We no longer present our Required Materials product line separately as we no longer expect to have significant revenue from our print textbook and eTextbooks offerings.

We have presented revenues for our two product lines, Subscription Services ~~which~~and Skills and Other, based on how students view us and the utilization of our products by them. More detail on our two product lines is discussed in the next two sections titled “Subscription Services” and “Skills and Other.”

Subscription Services

Our Subscription Services can be accessed internationally through our websites and on mobile ~~devices. Our primary~~devices and include Chegg ~~Services include~~Study Pack, Chegg Study, Chegg Writing, Chegg Math, ~~Solver, Chegg Study Pack,~~and Busuu ~~Mathway~~ and ~~Thinkful.~~students typically pay to access our Subscription Services on a monthly basis. Revenues from our Subscription Services are primarily recognized ratably over the monthly subscription period whereas the number of subscribers are determined as those who have paid to access our services at any time during the period. Changes in revenues are primarily related to changes in subscribers however they may not necessarily coincide as a result of timing. Our Chegg Study subscription service provides “Expert Questions and Answers” and step-by-step “Textbook Solutions,” helping students with their course work. When students need writing help, including plagiarism detection scans and creating citations for their papers, they can use our Chegg Writing subscription service. Our Chegg Math ~~Solver and~~subscription service, including Mathway, ~~subscription services help~~helps students understand math by providing a step-by-step math solver and calculator. We also offer our Chegg Study Pack as a premium subscription bundle of our Chegg Study, Chegg Writing, and Chegg Math ~~Solver~~ services, which also includes additional features such as flashcards, concept videos, practice questions and quizzes,

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and instructor-created materials through Uversity. Our ~~Thinkful skills-based~~Busuu language learning platform offers professional courses focused on the most in-demand technology skills. Required Materials includes our print textbook and eTextbook offerings, which help students save money compared to the cost of buying new. We offer an extensive print textbook library primarily for rent and also for sale through our print textbook partners.

During the three and nine months ended September 30, 2022, we generated net revenues of $164.7 million and $561.7 million, respectively. During the three and nine months ended September 30, 2021, we generated net revenues of $171.9 million and $568.8 million, respectively.

In April 2022, we entered into definitive agreements with GT such that we will continue to offer our Required Materials offering on our website and maintain relationships with the students, however, GT has purchased our existing print textbook library and will continue to make print textbook investments and provide fulfillment logistics for print textbook transactions. We expect that we will continue to fulfill eTextbook transactions through the end of 2022, at which point GT will fulfill eTextbook transactions. We expect that our partnership with GT provides an opportunity to grow faster with higher margins. As a result of the partnership with GT, revenues from print textbook transactions will consist of a revenue share of the total transactions recognized immediately rather than the total amounts recognized ratably over the rental term, generally a two- to five-month period. Revenues from eTextbook transactions will continue to be recognized at the gross amount ratably over the customer's contractual period, generally a two- to five-month period, through the expected transition period, at which point they will be recognized as a revenue share immediately. After the transition to GT, we will no longer incur significant costs of revenue such as order fulfillment fees primarily related to shipping and fulfillment, publisher content fees for eTextbooks after transition to GT at the end of 2022, and print textbook depreciation and write off expense. We will continue to incur costs of revenue such as payment processing fees and employee related costs as well as ongoing operating expenses such as platform infrastructure maintenance and transition costs.

~~In January 2022, we completed our acquisition of Busuu Online S.L. (Busuu), an online language learning company that~~ offers a comprehensive solution through a combination of self-paced lessons, live classes with expert tutors and the ability to learn and practice with members of the Busuu language learning community.

Our long-term strategy is centered upon our ability to utilize Chegg Services to increase student engagement with our learning platform. We plan to continue to invest in the expansion of our Chegg Services to provide a more compelling and personalized solution and deepen engagement with students. In addition, we believe that the investments we have made to achieve our current scale will allow us to drive increased operating margins over time that, together with increased contributions of Chegg Services, will enable us to sustain profitability and remain cash-flow positive in the long-term. Our

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ability to achieve these long-term objectives is subject to numerous risks and uncertainties. These include our ability to attract, retain, and increasingly engage the student population, reduced traffic to our services, and other factors, such as the COVID-19 pandemic and global macroeconomic conditions, which continue to evolve and affect our business and results of operations. Further, the education industry has experienced a slowdown as a result of decreased enrollments, which have not returned to pre-pandemic levels. Employment opportunities, compensation and other factors have led to steadily decreasing enrollments. Moreover, those students who have enrolled have been taking fewer and less rigorous classes and receiving less graded assignments. As a result, we are experiencing a deceleration in the growth rates of our services and revenues that may continue. These risks and uncertainties are described in greater detail in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

We have presented revenues for our two product lines, Chegg Services and Required Materials, based on how students view us and the utilization of our products by them. More detail on our two product lines is discussed in the next two sections titled “Chegg Services” and “Required Materials.”

~~Chegg Services~~

Our Chegg Services product line for students primarily includes Chegg Study, Chegg Writing, Chegg Math Solver, Chegg Study Pack, Busuu, Mathway, and Thinkful. Students typically pay to access Chegg Services on a monthly basis. We also work with leading brands to provide students with discounts, promotions, and other products that, based on student feedback, delight them.

In the aggregate, ~~Chegg~~Subscription Services revenues were ~~97%~~91% and ~~95%~~90% of net revenues during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, compared to 90% and ~~85% during both the three and nine months ended September 30, 2021.~~

~~Required Materials~~

Our Required Materials product line includes revenues from print textbooks and eTextbooks. Subsequent to April 2022, we no longer recognize operating lease income from print textbooks that we own ratable on a gross basis. In relation to print textbooks owned by GT, we recognize revenues immediately on a net basis, representing the margin earned, based on our role in the transaction as an agent as we have concluded that we do not control the use of the print textbooks, and therefore record only the net revenue share we earn. Additionally, Required Materials includes revenues from eTextbooks, which are primarily recognized ratably over the customer's contractual period, generally a two- to five-month period.

~~In the aggregate, Required Materials revenues were 3% and 5%~~88% of net revenues during the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively,~~respectively.

Skills and ~~15%~~Other

Our Skills and Other product line includes revenues from Skills, advertising services, print textbooks and eTextbooks. Our skills-based learning platform offers professional courses focused on the most in-demand technology skills. We work with leading brands and programmatic partners to deliver advertising across our platforms. We also provide a platform for students to rent or buy print textbooks and eTextbooks, which helps students save money compared to the cost of buying new.

In the aggregate, Skills and Other revenues were 9% and 10% of net revenues during ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2023, respectively, compared to 10% and 12% of net revenues during the three and six months ended June 30, 2022, respectively.

Seasonality of Our Business

Revenues from ~~Chegg~~Subscription Services ~~and eTextbooks~~ are primarily recognized ratably over the subscription term ~~a student subscribes to our Chegg Services or has access to an eTextbook. This~~which has generally resulted in our highest revenues and profitability in the fourth quarter as it reflects more days of the academic year. Certain variable expenses, such as marketing expenses, remain highest in the first and third quarters such that our profitability may not provide meaningful insight on a sequential basis. As a result of these factors, the most concentrated periods for our revenues and expenses do not necessarily coincide, and comparisons of our historical quarterly results of operations on a sequential basis may not provide meaningful insight into our overall financial performance.

2523

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Results of Operations

The following table summarizes our historical condensed consolidated statements of operations (in thousands, except percentage of total net revenues):


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2022				2021				2022				2021					2023				2022				2023				2022
Net revenues	Net revenues	$	164,739	100	%	$	171,942	100	%	$	561,704	100	%	$	568,798	100	%	Net revenues	$	182,853	100	%	$	194,721	100	%	$	370,454	100	%	$	396,965	100	%
Cost of revenues(1)	Cost of revenues(1)	45,203		27		67,102		39		145,972		26		199,194		35		Cost of revenues(1)	47,412		26		45,684		23		96,562		26		100,769		25
Gross profit	Gross profit	119,536		73		104,840		61		415,732		74		369,604		65		Gross profit	135,441		74		149,037		77		273,892		74		296,196		75
Operating expenses:	Operating expenses:																	Operating expenses:
Research and development(1)	Research and development(1)	45,426		28		43,269		25		150,321		27		130,995		23		Research and development(1)	52,872		29		52,480		27		99,779		27		104,895		27
Sales and marketing(1)	Sales and marketing(1)	31,803		19		27,239		16		109,580		20		75,139		13		Sales and marketing(1)	30,956		17		35,279		18		67,973		18		77,777		20
General and administrative(1)	General and administrative(1)	53,742		33		33,971		20		154,547		27		111,560		20		General and administrative(1)	70,309		38		53,935		28		129,282		35		100,805		25

Total operating expenses	Total operating expenses	130,971		80		104,479		61		414,448		74		317,694		56		Total operating expenses	154,137		84		141,694		73		297,034		80		283,477		72
(Loss) income from operations	(Loss) income from operations	(11,435)		(7)		361		—		1,284		—		51,910		9		(Loss) income from operations	(18,696)		(10)		7,343		4		(23,142)		(6)		12,719		3
Total interest expense, net and other income (expense), net		95,733		58		7,037		4		100,509		18		(71,881)		(13)
Income (loss) before benefit from (provision for) income taxes		84,298		51		7,398		4		101,793		18		(19,971)		(4)
Benefit from (provision for) income taxes		167,264		102		(747)		—		162,987		29		(5,793)		(1)
Net income (loss)		$	251,562	153	%	$	6,651	4	%	$	264,780	47	%	$	(25,764)	(5)	%
Total interest expense, net and other income, net																		Total interest expense, net and other income, net	62,989		34		193		0		73,797		20		4,776		1
Income before provision for income taxes																		Income before provision for income taxes	44,293		24		7,536		4		50,655		14		17,495		4
Provision for income taxes																		Provision for income taxes	(19,681)		(11)		(60)		0		(23,857)		(7)		(4,277)		(1)
Net income																		Net income	$	24,612	13	%	$	7,476	4	%	$	26,798	7	%	$	13,218	3	%

(1) Includes share-based compensation expense as follows:	(1) Includes share-based compensation expense as follows:																	(1) Includes share-based compensation expense as follows:
Cost of revenues	Cost of revenues	$	653			$	393			$	1,945			$	1,174			Cost of revenues	$	560			$	669			$	1,087			$	1,292
Research and development	Research and development	9,172				8,917				30,954				25,976				Research and development	11,968				10,006				22,882				21,782
Sales and marketing	Sales and marketing	2,771				3,051				11,176				9,625				Sales and marketing	2,182				4,019				4,681				8,405
General and administrative	General and administrative	21,574				12,151				54,266				39,382				General and administrative	21,210				16,393				41,016				32,692
Total share-based compensation expense	Total share-based compensation expense	$	34,170			$	24,512			$	98,341			$	76,157			Total share-based compensation expense	$	35,920			$	31,087			$	69,666			$	64,171

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Three and Six Months Ended June 30, 2023 and 2022

Net Revenues

The following tables set forth our total net revenues for the periods shown for our Subscription Services and Skills and Other product lines (in thousands, except percentages):


	Three Months Ended June 30,				Change
	2023		2022		$		%
Subscription Services	$	165,855	$	175,424	$	(9,569)	(5)	%
Skills and Other	16,998		19,297		(2,299)		(12)
Total net revenues	$	182,853	$	194,721	$	(11,868)	(6)


	Six Months Ended June 30,				Change
	2023		2022		$		%
Subscription Services	$	334,295	$	348,461	$	(14,166)	(4)	%
Skills and Other	36,159		48,504		(12,345)		(25)
Total net revenues	$	370,454	$	396,965	$	(26,511)	(7)

Subscription Services revenues decreased $9.6 million, or 5%, and $14.2 million, or 4%, during the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease was primarily due to a 9% and 5% decrease in subscribers who have paid to access our services during the three months ended June 30, 2023 and March 31, 2023, respectively, compared to the same periods in 2022. Subscription Services revenues were 91% and 90% of net revenues during the three and six months ended June 30, 2023, respectively, compared to 90% and 88% of net revenues during the three and six months ended June 30, 2022, respectively.

Skills and Other revenues decreased $2.3 million, or 12%, and $12.3 million, or 25%, during the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease was primarily due to lower revenues from print textbooks and eTextbooks as a result of recognizing revenue on a net basis from our partnership with GT Marketplace, LLC that began in April 2022 of $4.9 million and $19.2 million, respectively. Skills and Other revenues were 9% and 10% of net revenues during the three and six months ended June 30, 2023, respectively, compared to 10% and 12% of net revenues during the three and six months ended June 30, 2022, respectively.

Cost of Revenues

The following tables set forth our cost of revenues for the periods shown (in thousands, except percentages):


	Three Months Ended June 30,				Change
	2023		2022		$		%
Cost of revenues(1)	$	47,412	$	45,684	$	1,728	4	%

(1) Includes share-based compensation expense of:	$	560	$	669	$	(109)	(16)	%


	Six Months Ended June 30,				Change
	2023		2022		$		%
Cost of revenues(1)	$	96,562	$	100,769	$	(4,207)	(4)	%

(1) Includes share-based compensation expense of:	$	1,087	$	1,292	$	(205)	(16)	%

Cost of revenues increased $1.7 million, or 4%, during the three months ended June 30, 2023, compared to the same period in 2022. The increase was primarily attributable to higher other depreciation and amortization expense of $4.9 million, partially offset by the absence of transitional logistic charges of $1.2 million. Gross margins decreased to 74%during the three months ended June 30, 2023, from 77% during the same period in 2022.

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Cost of revenues decreased $4.2 million, or 4%, during the six months ended June 30, 2023, compared to the same period in 2022. The decrease was primarily attributable to the absence of print textbook and eTextbook related costs of $9.5 million, lower transitional logistic charges of $1.3 million, and lower employee-related expenses, including share-based compensation expense, of $1.3 million partially offset by higher other depreciation and amortization expense of $10.2 million. Gross margins decreased to 74%during the six months ended June 30, 2023, from 75% during the same period in 2022.

Operating Expenses

The following tables set forth our total operating expenses for the periods shown (in thousands, except percentages):


	Three Months Ended June 30,				Change
	2023		2022		$		%
Research and development(1)	$	52,872	$	52,480	$	392	1	%
Sales and marketing(1)	30,956		35,279		(4,323)		(12)
General and administrative(1)	70,309		53,935		16,374		30


Total operating expenses	$	154,137	$	141,694	$	12,443	9

(1) Includes share-based compensation expense of:
Research and development	$	11,968	$	10,006	$	1,962	20	%
Sales and marketing	2,182		4,019		(1,837)		(46)
General and administrative	21,210		16,393		4,817		29
Share-based compensation expense	$	35,360	$	30,418	$	4,942	16


	Six Months Ended June 30,				Change
	2023		2022		$		%
Research and development(1)	$	99,779	$	104,895	$	(5,116)	(5)	%
Sales and marketing(1)	67,973		77,777		(9,804)		(13)
General and administrative(1)	129,282		100,805		28,477		28


Total operating expenses	$	297,034	$	283,477	$	13,557	5

(1) Includes share-based compensation expense of:
Research and development	$	22,882	$	21,782	$	1,100	5	%
Sales and marketing	4,681		8,405		(3,724)		(44)
General and administrative	41,016		32,692		8,324		25
Share-based compensation expense	$	68,579	$	62,879	$	5,700	9

Research and Development

Research and development expenses increased $0.4 million, or 1%, during the three months ended June 30, 2023 compared to the same period in 2022, primarily attributable to restructuring charges of $1.7 million. Research and development expenses as a percentage of net revenues were 29% during the three months ended June 30, 2023 compared to 27% during the same period in 2022.

Research and development expenses decreased $5.1 million, or 5%, during the six months ended June 30, 2023 compared to the same period in 2022. The decrease was primarily attributable to lower employee-related expenses, including share-based compensation expense, of $2.1 million, and lower contractor spend of $1.0 million, partially offset by restructuring charges of $1.7 million. Research and development expenses as a percentage of net revenues were 27% during the six months ended June 30, 2023 and 2022.

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~~Three and Nine Months Ended September 30, 2022 and 2021~~

~~Net Revenues~~

~~The following table sets forth our total net revenues for the periods shown for our Chegg Services and Required Materials product lines (in thousands, except percentages):~~

Chegg Services revenues increased $12.5 million, or 8% and $50.5 million, or 10% during the three and nine months ended September 30, 2022, compared to the same periods in 2021. The increase was primarily due to an increased global brand awareness and penetration, including our acquisition of Busuu, which closed in January 2022, and increased students subscribing to the Chegg Study Pack. Chegg Services revenues were 97% and 95% of net revenues during the three and nine months ended September 30, 2022, respectively, and 85% of net revenues during both the three and nine months ended September 30, 2021. Required Materials revenues decreased $19.7 million, or 78% and $57.6 million or 67%, during the three and nine months ended September 30, 2022 compared to the same periods in 2021. The decrease was primarily due to lower revenues from print textbooks as a result of our partnership with GT beginning in April 2022 and lower unit volumes driven by decreased college enrollments. Required Materials revenues were 3% and 5% of net revenues during the three and nine months ended September 30, 2022, respectively, and 15% of net revenues during both the three and nine months ended September 30, 2021.

As a result of our partnership with GT, we expect Required Material revenues to continue to decrease throughout 2022 due to recognizing a revenue share of the total transaction amount rather than the total transaction amount.

~~Cost of Revenues~~

~~The following table sets forth our cost of revenues for the periods shown (in thousands, except percentages):~~

Three Months Ended
September 30, Change
2022 2021 $ %
Cost of revenues(1)
$ 45,203 $ 67,102 $ (21,899) (33) %
(1) Includes share-based compensation expense of:
$ 653 $ 393 $ 260 66 %

Nine Months Ended September 30, Change
2022 2021 $ %
Cost of revenues(1)
$ 145,972 $ 199,194 $ (53,222) (27) %
(1) Includes share-based compensation expense of:
$ 1,945 $ 1,174 $ 771 66 %

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As a result of our partnership with GT, cost of revenues decreased due to lower order fulfillment fees, net change in the gain on textbook library, lower print textbook depreciation expense, and lower cost of textbooks purchased by students. We expect cost of revenues to continue to decrease throughout 2022 and gross margins to improve as we continue the partnership.

Cost of revenues decreased $21.9 million, or 33%, during the three months ended September 30, 2022, compared to the same period in 2021. The decrease was primarily attributable to lower order fulfillment fees of $11.7 million driven by lower unit volumes, lower cost of textbooks purchased by students of $5.6 million, net change in the gain on textbook library of $4.5 million, lower transitional logistic charges of $2.7 million, and lower print textbook depreciation expense of $2.4 million, partially offset by higher other depreciation and amortization expense of $4.0 million, and incremental cost of tutors, as a result of our acquisition of Busuu, of $2.0 million. Gross margins increased to 73%~~during the three months ended September 30, 2022, from 61% during the same period in 2021.~~

Cost of revenues decreased $53.2 million, or 27%, during the nine months ended September 30, 2022, compared to the same period in 2021. The decrease was primarily attributable to lower order fulfillment fees of $33.8 million driven by lower unit volumes, net change in the gain on textbook library of $13.7 million, driven by the sale of print textbooks to GT in April 2022 and lower write-downs, lower cost of textbooks purchased by students of $10.6 million, lower print textbook depreciation expense of $7.4 million, lower transitional logistic charges of $5.4 million, lower customer support fees of $1.6 million, partially offset by higher other depreciation and amortization expense of $11.6 million, incremental cost of tutors, as a result of our acquisition of Busuu, of $6.7 million and higher web hosting fees of $2.1 million. Gross margins increased to 74%~~during the nine months ended September 30, 2022, from 65% during the same period in 2021.~~

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~~Operating Expenses~~

~~The following table sets forth our total operating expenses for the periods shown (in thousands, except percentages):~~

Three Months Ended
September 30, Change
2022 2021 $ %
Research and development(1)
$ 45,426 $ 43,269 $ 2,157 5 %
Sales and marketing(1)
31,803 27,239 4,564 17
General and administrative(1)
53,742 33,971 19,771 58
Total operating expenses $ 130,971 $ 104,479 $ 26,492 25 %
(1) Includes share-based compensation expense of:

Research and development $ 9,172 $ 8,917 $ 255 3 %
Sales and marketing 2,771 3,051 (280) (9)
General and administrative 21,574 12,151 9,423 78
Share-based compensation expense $ 33,517 $ 24,119 $ 9,398 39 %

Nine Months Ended September 30, Change
2022 2021 $ %
Research and development(1)
$ 150,321 $ 130,995 $ 19,326 15 %
Sales and marketing(1)
109,580 75,139 34,441 46
General and administrative(1)
154,547 111,560 42,987 39
Total operating expenses $ 414,448 $ 317,694 $ 96,754 30 %
(1) Includes share-based compensation expense of:

Research and development $ 30,954 $ 25,976 $ 4,978 19 %
Sales and marketing 11,176 9,625 1,551 16
General and administrative 54,266 39,382 14,884 38
Share-based compensation expense $ 96,396 $ 74,983 $ 21,413 29 %

The increases in employee-related operating expenses noted below during the three and nine months ended September 30, 2022, compared to the same periods in 2021, are largely driven by incremental employees from our acquisition of Busuu.

~~Research and Development~~

Research and development expenses increased $2.2 million, or 5%, during the three months ended September 30, 2022 compared to the same period in 2021. The increase was primarily attributable to higher employee-related expenses, including share-based compensation expense, of $3.2 million. Research and development expenses as a percentage of net revenues were 28% during the three months ended September 30, 2022 compared to 25% during the same period in 2021.

Research and development expenses increased $19.3 million, or 15%, during the nine months ended September 30, 2022 compared to the same period in 2021. The increase was primarily attributable to higher employee-related expenses, including share-based compensation expense, of $13.7 million and higher technology expenses to support our research and development of $5.3 million. Research and development expenses as a percentage of net revenues were 27% during the nine months ended September 30, 2022 compared to 23% during the same period in 2021.

Sales and Marketing

Sales and marketing expenses ~~increased~~decreased by ~~$4.6~~$4.3 million, or ~~17%~~12%, during the three months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period in ~~2021.~~2022. The ~~increase~~decrease was primarily attributable to ~~higher other depreciation~~lower marketing expenses of $2.2 million, primarily due to Busuu, and ~~amortization expense of $2.5 million and higher~~lower employee-related expenses, including share-based compensation expense, of ~~$2.1~~$2.0 million, partially offset by restructuring charges of $1.2 million. Sales and marketing expenses as a percentage of net revenues were ~~19%~~17% during the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~16%~~18% during the same period in ~~2021.~~2022.

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Sales and marketing expenses ~~increased~~decreased by ~~$34.4~~$9.8 million, or ~~46%~~13%, during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the same period in ~~2021.~~2022. The ~~increase~~decrease was primarily attributable to ~~increased international~~lower marketing ~~spend, including incremental marketing spend from~~expenses of $5.7 million, primarily due to Busuu, ~~of $15.7 million, higher~~and lower employee-related expenses, including share-based compensation expense, of ~~$8.1~~$3.2 million, ~~and higher other depreciation and amortization expense~~partially offset by restructuring charges of ~~$7.3~~$1.2 million. Sales and marketing expenses as a percentage of net revenues were ~~20%~~18% during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~13%~~20% during the same period in ~~2021.~~2022.

General and Administrative

General and administrative expenses increased ~~$19.8~~$16.4 million, or ~~58%~~30%, during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021.~~2022. The increase was primarily due to higher employee-related expenses, including share-based compensation expense, of ~~$15.7~~$10.6 million, a loss contingency accrual of $7.0 million, and ~~higher professional fees~~restructuring charges of ~~$2.1 million. General and administrative expenses as a percentage~~$2.8 million, which was partially offset by the absence of ~~net revenues were 33% during~~ the ~~three months ended September 30, 2022 compared to 20% during the same period in 2021.~~

General and administrative expenses increased $43.0 million, or 39%, during the nine months ended September 30, 2022 compared to the same period in 2021. The increase was primarily due to higher employee-related expenses, including share-based compensation expense, of $31.7 million, higher professional fees of $5.1 million, and an impairment ofon lease related assets of $3.4 million. General and administrative expenses as a percentage of net revenues were ~~27%~~38% during the ~~nine~~three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~20%~~28% during the same period in ~~2021.~~2022.

General and administrative expenses increased $28.5 million, or 28%, during the six months ended June 30, 2023 compared to the same period in 2022. The increase was primarily due to higher employee-related expenses, including share-based compensation expense, of $20.2 million, a loss contingency accrual of $7.0 million, and restructuring charges of $2.8 million, which was partially offset by the absence of the impairment on lease related assets of $3.4 million. General and administrative expenses as a percentage of net revenues were 35% during the six months ended June 30, 2023 compared to 25% during the same period in 2022.

Interest Expense and Other Income, ~~(Expense),~~ Net

The following ~~table sets~~tables set forth our interest expense and other income, ~~(expense),~~ net, for the periods shown (in thousands, except percentages):

Three Months Ended
September 30, Change
2022 2021 $ %
Interest expense, net $ (1,525) $ (1,633) $ 108 (7) %
Other income (expense), net 97,258 8,670 88,588 n/m
Total interest expense, net and other income (expense), net $ 95,733 $ 7,037 $ 88,696 n/m


	Three Months Ended June 30,				Change
	2023		2022		$		%
Interest expense, net	$	(1,114)	$	(1,616)	$	502	(31)	%
Other income, net	64,103		1,809		62,294		n/m
Total interest expense, net and other income, net	$	62,989	$	193	$	62,796	n/m

Nine Months Ended September 30, Change
2022 2021 $ %
Interest expense, net $ (4,738) $ (5,263) $ 525 (10) %
Other income (expense), net 105,247 (66,618) 171,865 n/m
Total interest expense, net and other income (expense), net $ 100,509 $ (71,881) $ 172,390 n/m


	Six Months Ended June 30,				Change
	2023		2022		$		%
Interest expense, net	$	(2,382)	$	(3,213)	$	831	(26)	%
Other income, net	76,179		7,989		68,190		n/m
Total interest expense, net and other income, net	$	73,797	$	4,776	$	69,021	n/m

*n/m - not meaningful

Interest expense, net ~~remained relatively flat~~decreased $0.5 million, or 31%, and $0.8 million, or 26%, during the three and six months ended June 30, 2023 compared to the same periods in 2022, primarily due to the partial extinguishment of the 2026 notes in August 2022.

Other income, net increased $62.3 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021, and decreased $0.5 million, or 10%, during the nine months ended September 30,~~ 2022 ~~compared to the same period in 2021, primary due to the full redemption of the 2023 notes in 2021.~~

~~Other income (expense), net increased $88.6 million during the three months ended September 30, 2022 compared to the same period in 2021~~ primarily due to ~~the $93.5~~a $53.8 million gain on early extinguishment of a portion of the 2026 notes and ~~$2.3 million~~2025 notes and an increase in interest income ~~partially offset by the absence~~ of ~~the $7.2 million gain on the sale of the strategic equity investment.~~$8.6 million. Other income, ~~(expense),~~ net increased ~~$171.9~~$68.2 million, during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023 compared to the same period in ~~2021,~~2022 primarily due to ~~the $93.5~~a $53.8 million gain on early extinguishment of a portion of the

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2026 notes and 2025 notes and an increase in interest income of $18.4 million, partially offset by the absence of ~~the $78.2 million loss on early extinguishment of debt of a portion of the 2025 notes, the $7.1 million net loss on the change in fair value of derivative instruments,~~ the $4.6 million gain on foreign currency remeasurement of purchase consideration related to our acquisition of ~~Busuu, and $1.9 million increase in interest income partially offset by the absence of the $12.5 million gain on the sale of the strategic equity investments.~~Busuu.

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~~Benefit from (Provision for)~~Provision for Income Taxes

The following tables set forth our ~~benefit from (provision for)~~provision for income taxes for the periods shown (in thousands, except percentages):

Three Months Ended
September 30, Change
2022 2021 $ %
Benefit from (provision for) income taxes $ 167,264 $ (747) $ 168,011 n/m


	Three Months Ended June 30,				Change
	2023		2022		$		%
Provision for income taxes	$	(19,681)	$	(60)	$	(19,621)	n/m

Nine Months Ended September 30, Change
2022 2021 $ %
Benefit from (provision for) income taxes $ 162,987 $ (5,793) $ 168,780 n/m


	Six Months Ended June 30,				Change
	2023		2022		$		%
Provision for income taxes	$	(23,857)	$	(4,277)	$	(19,580)	n/m

*n/m - not meaningful

~~Benefit from (provision for)~~Provision for income taxes ~~decreased $168.0 million and $168.8~~increased $19.6 million during the three ~~and nine~~ months ended ~~September~~June 30, ~~2022~~2023 compared to the same ~~periods~~period in ~~2021~~2022. The increase was primarily due to the ~~release~~absence of ~~the~~a valuation allowance benefit as a result of releasing our valuation allowance against a substantial amount of our U.S. ~~and certain state jurisdictions~~ deferred tax ~~assets. See Note 12,~~assets in 2022.

~~“Income Taxes,”~~

Provision for income taxes increased $19.6 million during the six months ended June 30, 2023 compared to the same period in 2022. The increase was primarily due to the absence of a valuation allowance benefit as a result of releasing our valuation allowance against a substantial amount of our ~~accompanying Notes to Condensed Consolidated Financial Statements included~~U.S. deferred tax assets in ~~Part I, Item 1, “Financial Statements (unaudited)”~~2022 partially offset by the benefit of ~~this Quarterly Report on Form 10-Q for additional information.~~releasing uncertain tax positions in India.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2022,~~2023, our principal sources of liquidity were cash, cash equivalents, and investments totaling ~~$1.2 billion,~~$807.8 million, which were held for working capital purposes. The substantial majority of our net revenues are from e-commerce transactions with students, which are settled immediately through payment processors, as opposed to our accounts payable, which are settled based on contractual payment terms with our suppliers.

In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program authorizing the repurchase of up to $2.0 billion of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors. ~~We've~~We have entered into accelerated share repurchase programs ~~to repurchase 19,965,836~~with financial institutions for $750.0 million, repurchased shares ~~of our common stock~~in open market transactions for ~~$600.0~~$57.6 million and ~~open market repurchases of 1,146,803 shares of~~repurchased our common stock for $23.1 million. Additionally, we've repurchased $500.0 million principal amount of the 2026 notes, $100.0 million principal amount of the 2025 notes, and $57.4 million principal amount of the 2023convertible senior notes in privately-negotiated transactions for aggregate consideration of ~~$734.4~~$1,103.0 million. As of ~~September~~June 30, ~~2022,~~2023, we had ~~$642.6~~$89.4 million remaining under the securities repurchase program, which has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.

In February 2021, we completed an equity offering in which we raised net proceeds of $1,091.5 million, after deducting underwriting discounts and commissions and offering expenses (2021 equity offering). In August 2020 and March/April 2019, we closed offerings of our 2026 notes and 2025 notes, generating net proceeds of approximately $984.1 million and $780.2 million, respectively, in each case after deducting the initial purchasers’ discount and estimated offering expenses payable by us. The 2026 notes and 2025 notes mature on September 1, 2026 and March 15, 2025, respectively, unless converted, redeemed or repurchased in accordance with their terms prior to such dates.

As of ~~September~~June 30, ~~2022,~~2023, we have incurred cumulative losses of ~~$72.4~~$43.8 million from our operations and we may incur additional losses in the future. Our operations have been financed primarily by ~~our initial public offering of our common stock (IPO), our 2017 follow-on public offering, our~~equity and convertible senior notes offerings ~~our 2021 equity offering, and~~as well as cash generated from operations.

Aside from the ~~repurchased $500.0 million aggregate principal amount~~changes in operating lease obligations and unfunded commitments as disclosed in Note 1, “Background and Basis of ~~the 2026 notes,~~Presentation,” and Note 4, “Cash and Cash Equivalents, Investments and Fair Value Measurements,” respectively,

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of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, there were no other material changes in our commitments under contractual obligations, as disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

~~Table of Contents~~

We believe that our existing sources of liquidity will be sufficient to fund our operations and debt service obligations for at least the next 12 months. Our future capital requirements will depend on many factors, including our rate of revenue growth, our investments in research and development activities, our acquisition of new products and services, and our sales and marketing activities. To the extent that existing cash and cash from operations are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financing. Additional funds may not be available on terms favorable to us or at all. If adequate funds are not available on acceptable terms, or at all, we may be unable to adequately fund our business plans and it could have a negative effect on our business, operating cash flows and financial condition.

Most of our cash, cash equivalents, and investments are held in the United States. As of ~~September~~June 30, ~~2022,~~2023, our foreign subsidiaries held an insignificant amount of cash in foreign jurisdictions. We currently do not intend or foresee a need to repatriate these foreign funds; however, as a result of the Tax Cuts and Jobs Act, we anticipate the U.S. federal impact to be minimal if these foreign funds are repatriated. In addition, based on our current and future needs, we believe our current funding and capital resources for our international operations are adequate.

The following table sets forth our cash flows (in thousands):


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Condensed Consolidated Statements of Cash Flows Data:	Condensed Consolidated Statements of Cash Flows Data:					Condensed Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities	Net cash provided by operating activities	$	181,716	$	208,123	Net cash provided by operating activities	$	135,907	$	143,755
Net cash used in investing activities		(237,775)		(742,537)
Net cash (used in) provided by financing activities		(732,949)		768,299
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	129,453		(293,819)
Net cash used in financing activities						Net cash used in financing activities	(563,819)		(306,113)

Cash Flows from Operating Activities

Net cash provided by operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$181.7~~$135.9 million. Our net income of ~~$264.8~~$26.8 million was increased by significant non-cash operating expenses including share-based compensation expense of ~~$98.3~~$69.7 million, ~~and~~ other depreciation and amortization expense of ~~$64.3~~$52.0 million, deferred income taxes of $20.1 million, and a loss contingency of $7.0 million, partially offset by the gain on early extinguishment of ~~debt~~a portion of ~~$93.5 million~~the 2026 notes and ~~the tax benefit related to release~~2025 notes of ~~valuation allowance of $174.6~~$53.8 million.

Net cash provided by operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$208.1~~$143.8 million. Our net ~~loss~~income of ~~$25.8~~$13.2 million was ~~offset~~increased by the change in our prepaid expenses of $28.8 million. We also had significant non-cash operating expenses including ~~the loss on early extinguishment of debt of $78.2 million,~~ share-based compensation expense of ~~$76.2~~$64.2 million and other depreciation and amortization expense of $46.3 million, print textbook depreciation expense of $9.0 million, the net loss on textbook library of $8.8 million, which was primarily due to increased write-downs, the net loss on the change in fair value of derivative instruments of $7.1 million, operating lease expense, net of accretion of $4.5 million, and amortization of debt issuance costs of $4.5 million, partially offset by the gain on sale of our strategic equity investments of $12.5$41.9 million.

Cash Flows from Investing Activities

Net cash provided by investing activities during the six months ended June 30, 2023 was $129.5 million and was related to the maturities of investments of $476.9 million and proceeds from sale of our investments of $238.7 million, partially offset by purchases of investments of $552.4 million and the purchases of property and equipment of $33.9 million.

Net cash used in investing activities during the ~~nine~~six months ended ~~September~~June 30, 2022 was ~~$237.8~~$293.8 million and was related to the acquisition of a business of $401.1 million, the purchases of investments of ~~$534.0~~$356.6 million, the purchases of property and equipment of ~~$79.2~~$57.3 million, and ~~the purchase of a strategic equity investment of $6.0 million, partially offset by the maturities of investments of $783.9 million.~~

Net cash used in investing activities during the nine months ended September 30, 2021 was $742.5 million and was related to the purchases of investments of $1,574.1 million, the purchases of property and equipment of $67.1 million, the purchases of textbooks of ~~$10.7 million and the acquisition of a business of $7.9~~$3.8 million, partially offset by the maturity of investments of ~~$893.3 million, proceeds from the sale of our strategic equity investments of $16.1~~$522.5 million and proceeds from the disposition of textbooks of ~~$7.8~~$2.5 million.

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Cash Flows from Financing Activities

Net cash used in financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$732.9~~$563.8 million and was primarily related to the repayment of a portion of our 2026 notes and 2025 notes of ~~$401.2~~$369.8 million, repurchases of common stock of ~~$323.5~~$186.4 million and payment of ~~$12.8~~$11.1 million in taxes related to the net share settlement of equity awards.

Net cash used in financing activities during the six months ended June 30, 2022 was $306.1 million and was primarily related to the repurchases of common stock of $300.5 million and payment of $10.2 million in taxes related to the net share settlement of equity awards, partially offset by proceeds from issuance of common stock under stock plans of $4.6 ~~million.~~

Net cash provided by financing activities during the nine months ended September 30, 2021 was $768.3 million and was related to the net proceeds from our equity offering of $1,091.5 million, proceeds from 2023 notes and 2025 notes capped call instruments of $69.0 million, and proceeds from the issuance of common stock under stock plans of $5.4 million, partially offset by the repayment of a portion of our 2023 notes and 2025 notes of $300.8 million, payment of $89.3 million in taxes related to the net share settlement of equity awards and payment of escrow related to an acquisition of $7.5 million.

Critical Accounting Policies, Significant Judgments and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. The current COVID-19 pandemic has caused uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained. Our actual results may differ from these estimates under different assumptions or conditions.

~~Aside from the release of the valuation allowance on deferred tax assets as described in Note 12,~~“Income Taxes,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q, thereThere have been no material changes in our critical accounting policies and estimates during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to the critical accounting policies and estimates disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Recent Accounting Pronouncements

For relevant recent accounting pronouncements, see Note 1, “Background and Basis of Presentation,” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (unaudited)” of this Quarterly Report on Form 10-Q.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no ~~other~~ material changes in our market risk during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, compared to the disclosures in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” contained in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

ITEM 4. 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.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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.

(b)Changes in Internal Control over Financial Reporting

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, 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 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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes in our risk factors from our Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Securities

We had no unregistered sales of our securities during the three months ended ~~September~~June 30, ~~2022.~~2023.

Purchases of Securities by the Registrant and Affiliated Purchasers

The following table summarizes the securities repurchase activity during the three months ended ~~September~~June 30, ~~2022~~2023 (in thousands, except average price paid per security and total number of securities repurchased):

Period
Total Number of Securities Repurchased(2)
Average Price Paid Per Security Total Number of Securities Purchased Pursuant to Publicly-Announced Plan Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan
July 1 - July 31 — — 1,065,491
August 1 - August 31 — — — — 1,065,491
September 1 - September 30(1)
1,146,803 20.1032 1,146,803 23,054 642,564


Period	Total Number of Securities Repurchased(1)	Average Price Paid Per Security		Total Number of Securities Purchased Pursuant to Publicly-Announced Plan	Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan		Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan(2)
April 1 - April 30	—	$	—	—	$	—	$	492,564
May 1 - May 31	1,974,762	15.6666		1,974,762	—		123,953
June 1 - June 30	3,433,157	10.0528		3,433,157	34,513		89,440

(1) ~~During the three months ended September 30, 2022, in addition to the $23.1 million repurchase~~In May 2023, we received an additional delivery of 1,974,762 shares of our common stock related to the 2023 ASR; however, this did not impact the remaining securities repurchase amount as we ~~also~~made an upfront payment of $150.0 million in February 2023.

(2) In May 2023, we repurchased ~~$399.9~~$368.6 million convertible senior notes resulting in $124.0 million of ~~the 2026 notes in privately-negotiated transactions resulting in total~~our securities ~~repurchases of $422.9 million.~~ repurchase program amount remaining.

See Note 8,5, “Convertible Senior Notes” andNote ~~11,~~9, “Stockholders' ~~Equity,”~~Equity” of our accompanying Notes to Condensed Consolidated Financial Statements included in Part I, Item 1, “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q for additional information on the repurchase of convertible senior notes, the securities repurchase program, and the ~~repurchase of the 2026 notes.~~

~~(2)~~ In June 2022, our board of directors approved a $1.0 billion increase to our existing securities repurchase program authorizing the repurchase of up to $2.0 billion of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors. The repurchase program has no expiration date and will continue until otherwise suspended, terminated or modified at any time for any reason by our board of directors.2023 ASR.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended June 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act ("Rule 10b5-1 Plan"), were as follows:

Name

Title

Action

Date Adopted

Expiration Date

Aggregate # of Securities to be Purchased/Sold

Andrew Brown(1)

Chief Financial Officer

Adoption

May 19, 2023

June 28, 2024

28,241

(1) Andrew Brown, the Company's Chief Financial Officer, entered into a Rule 10b5-1 Plan on May 19, 2023. Mr. Brown's plan provides for the potential sale of up to 28,241 shares of the Company's common stock. The plan expires on June 28, 2024, or upon the earlier completion of all authorized transactions under the plan.

None of our Section 16 officers or directors adopted or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K during the covered period.

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ITEM 6. EXHIBITS

~~Incorporated by Reference~~

Exhibit
No.

~~Exhibit~~

~~Form~~

~~File No~~

~~Filing Date~~

~~Exhibit No.~~

Filed
Herewith

~~31.01~~

~~Certification of Dan Rosensweig, Chief Executive Officer and Co-Chairperson, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~31.02~~

~~Certification of Andrew Brown, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

32.01**

~~Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~

~~Inline XBRL Instance Document~~

~~101.SCH~~

~~Inline XBRL Taxonomy Extension Schema~~

~~101.CAL~~

~~Inline XBRL Taxonomy Extension Calculation~~

~~101.LAB~~

~~Inline XBRL Taxonomy Extension Labels~~

~~101.PRE~~

~~Inline XBRL Taxonomy Extension Presentation~~

~~101.DEF~~

~~Inline XBRL Taxonomy Extension Definition~~

~~104~~

~~Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).~~

Incorporated by Reference

Exhibit
No.

Exhibit

Form

File No

Filing Date

Exhibit No.

Filed
Herewith

3.1

2023 Equity Incentive Plan, and forms of agreements thereunder

8-K

001-36180

6/7/23

10.1

3.2

Amended And Restated Chegg, Inc. 2013 Employee Stock Purchase Plan

8-K

001-36180

6/7/23

10.2

31.01

Certification of Dan Rosensweig, Chief Executive Officer and Co-Chairperson, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification of Andrew Brown, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01**

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation

101.LAB

Inline XBRL Taxonomy Extension Labels

101.PRE

Inline XBRL Taxonomy Extension Presentation

101.DEF

Inline XBRL Taxonomy Extension Definition

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).




**			This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

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.


	CHEGG, INC.
~~November 1, 2022~~August 7, 2023	By:	/S/ ANDREW BROWN
		Andrew Brown
		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

3735


	Nine Months Ended September 30, 2022
	Common Stock
	Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
Balances at December 31, 2021	136,952	$	137	$	1,449,305	$	(5,334)	$	(337,191)	$	1,106,917
Repurchases of common stock	(12,709)	(13)		(323,515)		—		—		(323,528)



Issuance of common stock upon exercise of stock options and ESPP	319	—		4,557		—		—		4,557
Net share settlement of equity awards	862	1		(12,776)		—		—		(12,775)
Share-based compensation expense	—	—		103,117		—		—		103,117
Other comprehensive loss	—	—		—		(96,536)		—		(96,536)
Net income	—	—		—		—		264,780		264,780
Balances at September 30, 2022	125,424	$	125	$	1,220,688	$	(101,870)	$	(72,411)	$	1,046,532


	Nine Months Ended September 30, 2021
	Common Stock
	Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
Balances at December 31, 2020	129,344	$	129	$	1,030,577	$	1,530	$	(422,601)	$	609,635
Cumulative-effect adjustment related to adoption of ASU 2020-06	—	—		(465,006)		—		86,868		(378,138)
Issuance of common stock in connection with equity offering, net of offering costs	10,975	11		1,091,455		—		—		1,091,466
Equity component on conversions of 2023 notes and 2025 notes	—	—		(236,920)		—		—		(236,920)
Issuance of common stock upon conversions of 2023 notes	2,983	3		235,518		—		—		235,521
Net proceeds from capped call related to conversions of 2023 notes and 2025 notes	—	—		67,769		—		—		67,769
Issuance of common stock upon exercise of stock options and ESPP	178	—		5,371		—		—		5,371
Net share settlement of equity awards	1,421	2		(89,339)		—		—		(89,337)
Share-based compensation expense	—	—		77,996		—		—		77,996
Other comprehensive loss	—	—		—		(3,082)		—		(3,082)
Net loss	—	—		—		—		(25,764)		(25,764)
Balances at September 30, 2021	144,901	$	145	$	1,717,421	$	(1,552)	$	(361,497)	$	1,354,517


	Busuu
	Amount		Weighted-Average Amortization Period (in months)
Trade name	$	4,600	72
Customer lists	18,000		24
Developed technology	49,000		84
Total acquired intangible assets	$	71,600	68


	September 30, 2022
	Weighted-Average Amortization Period (in months)	Gross Carrying Amount		Accumulated Amortization		Foreign Currency Translation Adjustment		Net Carrying Amount
Developed technologies	80	$	106,703	$	(41,306)	$	(8,638)	$	56,759
Content libraries	60	12,230		(8,670)		—		3,560
Customer lists	35	34,190		(19,527)		(2,385)		12,278
Trade and domain names	52	16,213		(10,928)		(836)		4,449
Indefinite-lived trade name	—	3,600		—		—		3,600
Total intangible assets, net	67	$	172,936	$	(80,431)	$	(11,859)	$	80,646


	December 31, 2021
	Weighted-Average Amortization Period (in months)	Gross Carrying Amount		Accumulated Amortization		Foreign Currency Translation Adjustment		Net Carrying Amount
Developed technologies	76	$	57,521	$	(31,790)	$	—	$	25,731
Content libraries	60	12,230		(6,836)		—		5,394
Customer lists	47	16,190		(12,432)		—		3,758
Trade and domain names	44	11,613		(9,530)		—		2,083

Indefinite-lived trade name	—	3,600		—		—		3,600

Total intangible assets, net	65	$	101,154	$	(60,588)	$	—	$	40,566


Remaining three months of 2022	$	5,950
2023	22,844
2024	12,757
2025	10,688
2026	10,340
Thereafter	14,467
Total	$	77,046


Period	Total Number of Securities Repurchased(2)	Average Price Paid Per Security	Total Number of Securities Purchased Pursuant to Publicly-Announced Plan	Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan	Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan
July 1 - July 31			—	—	1,065,491
August 1 - August 31	—	—	—	—	1,065,491

September 1 - September 30(1)	1,146,803	20.1032	1,146,803	23,054	642,564