Chegg 2015 Annual Report Download - page 132

Table of Contents
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. 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) Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—
Integrated Framework (2013 framework). All control systems are subject to inherent limitations. Our management has
concluded that, as of December 31, 2015, our internal control over financial reporting is effective based on these criteria. This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm because, as an
“emerging growth company” under the JOBS Act, we are exempt from the requirement to obtain an attestation report from our
registered public accounting firm.
(c) Changes in Internal Control over Financial Reporting
During the fourth quarter of fiscal 2015, there were no changes in our internal control over financial reporting identified
in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our most
recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
None.