Ladies and gentlemen, thank you for standing by. Welcome to the Chegg’s conference call discussing third quarter financial results. (Operator Instructions) As a reminder, this call is being recorded Monday, November 3, 2014. I would now like to turn the conference over to Alex Hughes, Head of Investor Relations for Chegg. Please go ahead, Mr. Hughes.

Good afternoon, and thanks for joining Chegg’s third quarter fiscal year 2014 conference call. On today’s call are Dan Rosensweig, Chairman and CEO; and Andy Brown, Chief Financial Officer. In terms of the structure, Dan will open with a discussion of Chegg’s business and Andy will follow with a review of our operating results and our outlook for the reminder of the year. Copy of our earnings press release is available at our Investor Relations website, investor.chegg.com. A replay of this call will also be available on our website. We routinely post information on our website and intend to make important announcements on our media center website at www.chegg.com/mediacenter and we encourage you to make use of these resources. Before we begin, I would like to point out that during the course of this call, we will make forward-looking statements regarding future events and the future financial performance of this company. These forward-looking statements are subject to material risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. We caution you to consider the important risk factors that could cause actual results to differ materially from those in the forward-looking statements. In particular, we refer you to the Risk Factors described in Chegg’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 6, 2014, and our other filings with the SEC. Any forward-looking statements that we make during today are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events. During this call, we will also present both GAAP and non-GAAP financial measures. Our GAAP results and GAAP to non-GAAP reconciliations can be found in our earnings press release. Now, with that, I’ll turn the call over to Dan.

Good afternoon, and welcome to Chegg’s third quarter earnings call. We are very pleased with our third quarter results, where we experienced strong customer engagement and revenue growth, while continuing to improve profitability and cash flow. On today’s call, we will highlight the success of our partnership with Ingram, discuss the expansion of Chegg’s digital businesses, including the strength we are seeing in our subscriber business and the slower than expected growth in our advertising business, discuss the progress we are making broadening and deepening our platform for students, discuss our significant new relationship with Blackboard, and highlight some key engagement numbers that show the strength of our new services. Last quarter, we announced an important partnership with Ingram that enables Chegg to continue to offer our popular textbook service, while significantly reducing our use of cash. We began to see the benefit to this partnerships in Q3, where we experienced 10% unit growth during the print rush period, adding more than 500,000 new customers to this part of our business and significantly improving our free cash flow. This is directly related to the success of our partnership with Ingram, the power of our brand and stronger pricing. The partnership is working extremely well for both parties, and as expected, we will continue through our January rush and our joint expectation is to expand it further in 2015. We believe this will lead to greater free cash flow over time. Textbooks continue to be a huge asset for expanding our brand, acquiring new customers and growing our digital businesses, while now using a lot less cash. For example, this quarter we saw accelerated benefits from our textbook customers, where we experienced 43% year-over-year growth in our digital attach rate, now expanding to 12% of our textbook customers. Our digital businesses…

Thanks, Dan, and good afternoon, everyone. As a reminder, my comments today are on a non-GAAP basis, as I review our fiscal third quarter results, and then provide our outlook for Q4. For Q3, we saw strong year-over-year growth across our business. Total revenue grew to $81.5 million, up 32% driven by growth in our digital businesses and the timing of the fall textbook rush. Digital revenue grew 102% to $26.2 million despite the fact our advertising business underperformed our expectations. Overall digital contribution expanded to 32% of total revenue, more than 50% increase from Q3 of 2013. On the print side of the business, revenue grew to $55.3 million, up 14% year-over-year, with bookings coming in line with our expectations for the fall rush. While we recognized more revenue in Q3 than we had originally expected, overall revenue from print in the second half is expected to be in the range we previously communicated. Total gross margin for the quarter came in higher-than-expected at 16%, driven by greater leverage in our business model, including digital gross margin coming in at 61%. Third quarter operating expenses were $31.8 million, lower than expected due to greater organic traffic associated with the popularity of our brand. This resulted in a less spending on paid marketing. We were also able to get better prices for books we liquidated off our site, which improved the profitability of our textbook business. Adjusted EBITDA came in ahead of our expectations at a loss of $16.8 million, and was driven by higher gross margins and lower operating expenses. Looking at the balance sheet, we ended the quarter with cash, cash equivalents and investments of $97 million, with no debt on the balance sheet. As we look to Q4, we anticipate our overall 2014 revenues to be at…

Thank you. (Operator Instructions) And the first question is from Douglas Anmuth of JP Morgan. Please go ahead. Douglas Anmuth – JP Morgan: Great, thanks for taking the question. Couple of things I wanted to ask. First, just on the advertising front. If we’re thinking about this right, the enrollment marketing business plus kind of the brand sponsorship businesses maybe about a quarter or so of digital revenue. Can you just provide some more color there on what’s going on in the businesses in terms of kind of why they are lighter now and what the strategy really is going forward to get the growth carried up as you’re heading into ‘15? And then secondly, can you give us an update on Ingram? It’s kind of numbers came in as you expected in terms of percentage of business what they would be doing during this fall rush, and then how we should think about the timing going forward, will we hear more, how long you actually want the textbook business to wrap-up [ph]? Thanks.

Okay. Hi Doug, it’s Dan. I’ll take the first part, which is the ad question. So the ad business is growing certainly faster than the industry overall. So we had a good quarter in terms of what we expected, but it grew about half the way that we anticipated. And mostly we believe that’s due to what we talked about in the prepared remarks, which is, as our reach had now gotten to 15 million and which has grown pretty dramatically and particularly after we bought internships.com and that added 1.8 million new customers to it, our enrollment where we’re focusing our effort on the top schools because when we originally went after the enrollment business, we were biased also in addition to what you’re buying, because our reach now is 75% of all college kids who intend to go to college, we’re in there trying to replace the bigger contracts that were there. And so these things are taking a lot longer than we had anticipated, because it’s hand to hand combat on every meeting on the ad sales side. As you know, we had a [indiscernible] later on this – earlier this year, and we think he has done a phenomenal job in terms of the number of meetings that he has had, who he is meeting with and the kind of contracts that we’re looking forward and big contracts with big agencies. And so we feel very good about now that Chegg is almost 50% of our college students being able to be very big advertising business delivered over time, and we’re on that path, it’s just slower than the path we had expected. Fortunately the subscription businesses are growing faster than we expected and those have really sort of taken off. And they have less revenue in the quarter and more deferred revenues. So there is a balance that we’re getting used to as both of those businesses are generally nascent. So on the ad side, much of the work is focused on more calls to bigger clients, asking for bigger orders and trying to close them faster. They take more than just one meeting to do, and they’re asking $15,000 contract versus $100,000 asking for multimillion dollar contract in the brand side. So it just takes a lot longer to do, but we felt very comfortable those are going to be very big businesses for us. Let me turn over to Andy to talk about Ingram.

Yes, Doug, on the Ingram side of the business, in general, I think that the fall rush went super well for us. And that includes the Ingram side of the business. We pretty much met all of our objectives, maybe exceeded in some areas from both a units revenue – well revenue from a GNV standpoint, plus the fact of the matter is the teams are working super well together. And we’re excited about the January rush, because we start to see some additional efficiencies around the relationship, particularly that we’ll be able to start shipping out to multiple warehouses. That gives us a significant advantage, particularly on the West Coast where two things. One is we’re seeing reduced shipping cost, but then secondarily students get their books sooner versus going through our Kentucky warehouse. With respect to going beyond the January rush, that’s something where we’ll be spending time with the Ingram team post the January rush. We both parties expect to move forward. We’ll have probably a better insights in to that come mid-to-late February and maybe early really March, but right now, all signs are super positive on both sides of the equation.

And in terms of how did it hit on our expectations, it hit right on our expectations, which is what we had planned for. So the volume of books that we moved, which books came from Ingram, which books came from us, was exactly at both sides of plan. And so we’ve been working jointly on a lot of engineering work so we can start shipping out of their warehouses as Andy said, for the December and the January rush and then books will start to come back. So everybody is moving forward as if this deal is a deal that’s kind of, not only continue, but expand going into next year. But you also saw that the benefits of it in this quarter, where we had 10% unit growth, we had over 0.5 million new customers to just that part of the business alone. We did so with significantly less cash. And so it’s a transformational deal, and it really does change the business. So when you go forward to look at our company and you look at the size of our digital businesses which was zero just a few years ago and we’ll do over $90 million this year and growing as Andy said, somewhere in the neighborhood of 60% next year. The whole company next year, the digital businesses will be almost the size of what the print businesses was just a year ago. So that’s how fast those businesses are growing. So you asked how long we wanted to stay in the textbook business, our objective is to continue to offer, because it’s the number one paying point [ph] for students. We’re picking up a lot of customers, we’re building our brand, we’re getting the data, we’re getting the credit cards. You saw the attach rates on now up to 12% growing 43% year-over-year. Everything is working as we had expected and we desired in terms of helping us build the rest of the business. So we want to alter them forever, but our goal has been to continue to offer the service, but not use all cash. And that is something that we’re well on our way to do and we expect next year will be even better than this year as it relates to our relationship with Ingram. Douglas Anmuth – JP Morgan: And can you follow-up on ‘15 with a 60% digital growth number that you mentioned. Does that include and make some assumptions for how much of the third-party business that is of course using over to Ingram and as revenues get [indiscernible].

No Doug, it doesn’t. As we don’t know exactly how the relationship is going to expand with Ingram, we made the assumption that in fact the business that we defined at this point is what it would be for next year. We fully expect, as you can imagine, that that relationship would expand. But we thought it’d be prudent not to make any guesses at this point, and it would be quite frankly guesswork at this point But as Dan said, we’ve got a digital business right now that’s just a few years ago was 0% of our revenue particularly when Dan came on board, last year it was $52 million. This year it’s going to be $90 million. It’s going to grow 60% next year. And anything that Ingram adds would just be bigger that would add to that total. So we’d like to think we can give you a more definitive update in February, but nonetheless, it will be beyond what 60% is.

Thank you. The next question is from Brian Fitzgerald of Jefferies. Please go ahead. Brian Fitzgerald – Jefferies & Co: Great, thanks. With the partnership with Blackboard – first of all, congrats. Anything particular unique with the path to integration there, is there something you can do relatively easily? How should we think about the ramp going into the January in the fall semester? And then maybe some color around overlap with respect to institutions, courses or students that you currently have. The thought there is as we think about those overlaps of synergies at Blackboard or even at Internships or InstaEDU, do you see that helping to kind of close the things like enrollment marketing deals – closing those large deals faster, because you’re having the overlap with the institution students and courses?

Yes, thank you. It is a great deal. This is one that we have been working on for many, many years actually. There has been a change in leadership at Blackboard. The new CEO sees the world very much like we do, which is student first and self-directed learning. And they had been working very hard. For those of you don’t know a lot about what Blackboard is doing, they are in thousands of institutions. They represent over half the student population. And when students use Blackboard for, consider like their internal portal. So they will go on there and get their class assignments, they will get their homework, they might submit their homework, they will have dialogs with their professors. And so the opportunity for us to be integrated right in that front door, and then you asked about what it takes to integrate. One of the reasons that we’re really not going to start rolling it out until 2015 early in January is because there is technology work that has to be done, because the objective is picking what Blackboard knows which is your school, your class, your actual syllabus, your curriculum and your professor and your homework assignments, and what they’re do and then picking the right piece of Chegg Study, the particular textbook that’s related to what you do or the exact correct tutors that are relevant to your subject matter or your textbook. That is us combining our data together to build a personalized experience for each student that comes in. We believe that will reach approximately 8 million students. It’s not going to all roll-out on January 1. We’re going to roll it out starting at the largest schools first and we’re going to make sure that it’s integrated correctly and that it doesn’t…

Thank you.

Thank you. The next question is from Aaron Kessler of Raymond James. Please go ahead. Aaron Kessler – Raymond James: Yes, hi guys. Couple of questions. First, the 10% number, is that overall print unit growth, or is that just from Ingram. And then do you disclose the print GMV this quarter? I did not see that. And then I guess finally, on the Chegg Study, I believe you said 750,000 year-to-date. Do you have a comparable number of what that was maybe at this point in 2013? Thank you.

Yes, this is Dan. I’ll take the Chegg Study question and turn the third questions and the Ingram questions over to Andy. Just to clarify, Chegg Study, the 750,000 students are year-to-date students that have used the service. We’re saying where about 50% of those students that have tried the service become paying subscribers to the service. What we’re seeing is customer growth has maintained at 50% a year of customer growth year-over-year even as the denominator gets bigger. So our customer growth rates are staying about 50% and then the revenues actually increasing faster than 50% because of two things. First of all, students are staying on longer, and so the average revenue per student is actually going up because they’re really valuing the services and we’ve expanded the services, we improved it, improved the content. The satisfaction rates are the highest we’ve ever seen for this product. And so students are coming on earlier and they are staying longer, and that’s been a big deal. We’re also seeing that half the customers that we have now are renewals from previous semesters or previous years, so we’re actually seeing great renewal rates. But we see about a 50% customer growth year-over-year even as the base gets bigger.

Yes. So Aaron, to answer your question on the textbook business and Ingram. Yes, we saw about 10% growth across the textbook business. And as Dan has mentioned early, which I think is as important is we added 500,000 new textbook customers during the fall rush. So that was the overall business. As far as the – and it obviously includes paper, right. As far as the GMV goes, that’s a good question. We did about $110 million of GMV during the quarter, which is right in line with our expectations if you recall what we talked about in the last call on those GMV somewhere between $120 million and $130 million and about 85% of that occurring in Q3, which is the fall rush. That’s exactly pretty much where were, I think that is the one time gets you to 86% or 87% but bottom line is the print textbook rush went super well for us. We saw nice strength in pricing, like Dan has mentioned, and we saw nice growth in units and overall GMV. Aaron Kessler – Raymond James: Great, thank you.

Thank you.

Thank you. The next question is from Mike Olson of Piper Jaffray. Please go ahead. Mike Olson – Piper Jaffray: Hi, good afternoon. So as we look into ‘15, and you said you expect 60 percentage of growth. Within that assumption, are you now expecting higher growth in learning services, and maybe what you were thinking say three or six months ago. In other words to kind of guide towards the 60% overall digital growth rate, are you now getting a bit more aggressive with your learning services assumption then again maybe you were several months ago? And then secondly, regarding Blackboard. Can you tell us if they have other partners that are offering any similar offerings to Chegg, or is what Chegg is adding to the site something unique and new to Blackboard?

Yes. So Mike, once again this is Andy. And you absolutely nailed it there. We are seeing super strength in our digital learning products, the subscription services, that’s Chegg Study, InstaEDU and our eTextbooks. So we saw strength there. We saw strength in Q3, and we’re continuing to see strength in those businesses. So they’ve grown super well. And we anticipate that continues as we go into 2015. Like I said, we expect those to grow twice the rate of our ad businesses at this point in time.

Yes, this is Dan. Just to put an explanation on that. We’ve been extraordinarily pleased with the subscription rates and the revenue per subscriber, and particularly, the early adoption of InstaEDU, which is being very well received by our customers. And that’s going to be – we just think that market is enormous and we think we can capture that market because of the growth rates, not only of the subscribers, but the number of tutors that want to participate. It’s going to be a win or take most online marketing where we feel we’re very well positioned to do that. As it relates to Blackboard, we imagine Blackboard is going to offer other kinds of services, but they have nothing like the services that we have. So they do as – any good partner does, they are going to be held accountable for improving student outcomes in the institution. And so they want to look for the best possible products and services. I’m not sure if people fully understand the popularity of our Chegg Study service in particular, just how many students are using it and how much they think it improves their grades. So it took us a long time to get this deal, but we have the exclusive position to be able to offer the study product and the tutoring product inside the Blackboard platform. So that’s why we think it’s just such a big deal going into thousands of schools, millions of students, the majority of which, even if we have done, we don’t have them every day through their student portal, which is really what the advantage of Blackboard is, and that’s why we’ve been moving so aggressively to mobile and going to eTextbooks. Just as an example, when a student uses an eTextbook from Chegg, the tapering of Chegg Study is 2x limited as when they use a printed textbook. So the integration into where students go on a daily or weekly basis to go get their homework, turn in their homework, look at their syllabus, I guess it’s just home run for us. So we are the only ones of this kind of product that they are going to be offering. Mike Olson – Piper Jaffray: All right, thank you.

Thank you.

Thank you. (Operator Instructions) And the next question is from Jeff Silber of BMO Capital Markets. Please go ahead. Jeff Silber – BMO Capital Markets: Thanks so much. Congratulations on the Blackboard deal. Did you discuss any of the economics of this relationship?

We had not discussed the economics as they are a private company and they want us to be kept confidential, but what we did say in the release or what we did say an hour ago that Wall Street Journal covered it, is that there is very little money changing enhancement Chegg’s Blackboard upfront. It’s a nominal integration you see that when you notice in our annual number over the course of three years. So this is basically a performance-based opportunity for both companies, where they are highly motivated to promote the service in the right place to the students to grow their revenue from it. And as you know from previous conversations in what Andy said about our collective gross margins on these businesses which is 60%, 70%, there is a lot of opportunity for our partner to make a lot of money distributing Chegg Study and InstaEDU. Jeff Silber – BMO Capital Markets: All right, great. That’s very helpful. I’m not sure if you’re going to answer this question exactly, but if I look at your digital businesses, is there some way of looking or measuring what I guess the organic growth was, meaning the businesses or the products and services that you had a year ago at this time, how much does it grow?

Yes, so Jeff, Andy again. When we have to call back in July, one of the things we articulated was how much we expected our acquisition and Ingram to add to our digital businesses. We said $4 million to $6 million in Q3 and $8 million to $10 million for the second half, and we’re right in those ranges at this point.

Thank you. The next question is from Nat Schindler of Bank of America. Please go ahead. Nat Schindler – Bank of America Merrill Lynch: Yes, hi guys. Thanks. I want to follow-up on Aaron Kessler’s questions and see if I understand something. You were saying that GMV was strong and unit growth was strong on the book business and your revenue growth in the quarter was strong, but if I take the midpoint of your guidance for the Q4 and using the midpoint of the guidance for the digital business, it assumes that basically print is going to be flat year-over-year for the semester, very slight increases. Is that what you’re seeing in unit volumes, or is that – am I calculating this incorrectly?

Yes. Nat, this is Andy. We believe when we look at our GMV – and once again we measure the GMV because obviously we didn’t have any Ingram in our print revenue last year. So we are anticipating that our GMV will be up in the second half of the year, but once again timing between quarters is somewhat difficult depending upon the timing of the fall rush. It would be up somewhere between, I don’t know, 5% and 8%, and as we talked about earlier, units were plus 10%.

And one of the things – Nat, this is Dan, to keep in mind is, there is a lot of variables and ways revenues have to be recognized. So there is rental revenue gets recognized over the course of the rental period. If we do a sale to – if we do a JIT [ph] sale to the student, it gets recognized in the quarter. If we do a liquidation which we’re doing phenomenally well, Andy mentioned just how – what side has been as a great contributor to cash back into the company and into textbook rental business unlike some of the people out in the markets actually working very well for us, but all of those transactions were we sell a book that we own directly to a student don’t even get count as revenue. So what we’re trying to do is use GMV as an example of just how robust the textbook rental business remains with us. It’s why we wanted to highlighted that we saw 10% unit growth and 500,000 plus new customers added to us. So whatever anybody doing out in the marketplace is just helping Chegg’s overall textbook business. And what we’ve been focusing on is, how to not use our cash, that’s why the partnership with Ingram is so powerful to us and it’s why we’re going to be cash flow positive this year for the first time in the company’s history after losing $28 million last year. So we see unit growth, we see customer growth, we see revenue growth. It just remains robust business, but the future business for us is our digital business, which is growing extraordinarily well, has very high margins and will start producing lots of cash for us as we go forward. Nat Schindler – Bank of America Merrill Lynch: Great. And just one follow-up on what the competition is doing. In the past you have seen Amazon have kind of thin inventory. And if matching them early became a problem, because they would run out quickly and then you would have a low price for the rest of the rush. Is that when you saw this quarter or similar, or did you just see them run on the inventory quickly and not have to follow them down in price?

Actually it’s not that at all. We saw them have more inventory than they’ve ever had before but we are – and yet despite that, we were able to maintain our pricing ratio the way that we wanted. We were able to have strong pricing in the semester. So if you actually went back and traced our pricing versus theirs over the semester, it wasn’t that we waited until the end till they ran out and then we raised our prices, it was quite the other way. We started with higher prices at the beginning of the semester, because we have 80% of our customers were new with us and 50% of our customers that come into Chegg come as a referral from another student. And now that 70% of our customers are using something more than textbooks, we just have so many more efficient ways to bring in new people to the site that we’re doing very, very well on, so it was interesting this semester because a year ago if you all recall they dropped their prices, we followed them down and that didn’t go so well. This semester, we structured our game plan and we were very clear that we intended to be cash flow positive this year as a company and that Amazon was going to do what it was going to do. But I think what they discovered this semester was it’s not an easy business, and understanding inventory management turns, demand, customer acquisitions, transition from people that were paying to rental was not as easy as they had thought. To be honest with you, I’m amused that they were surprised that more people would want to rent than buy when they can get it for 80% cheaper if they rent it than buy it. So we were strong on pricing from day one in the semester. We were able to maintain it the whole time.

Thank you. I would now return the floor back over to Mr. Rosensweig for closing remarks.

Okay. Well, first of all, thank you everybody. As you can imagine, we’re very excited about a number of the things that we talked about today, the growth of our digital business, the deal with Blackboard, which we think is a big deal and the early success of InstaEDU. But as we look out to the long-term, we see a dramatic shift in the economy, and particularly education is something that we refer to as self-directed learning. Increasingly, tech savvy students in institutions are leveraging technology to expand, personalize and improve learning. We believe that students increasingly use the internet to expand their knowledge and their skills to bridge the gap between what they are learning in institutions and what they need to build a productive career. Chegg has established itself clearly as the student first hub with a reach of now over 15 million students and with an expanded portfolio of services focused on the individual needs of each student and we believe this positions Chegg as the key player in the self-directed learning economy. We are very excited about the future, because nobody has more students, knows more about those students and is trusted more by their students to help to make better choices and improve the outcome of their lives. So as we go into 2015, Andy and I, should not be more excited about the transformation that we’ve been able to do in just such a short period of time in the business where we imagine our digital revenues which was zero just a few years ago and 32% of our revenue now and we believe to be over 40% of our revenue next year, so that the plan that we’ve put in place is working, students have embraced us and we see so much more opportunity to bring a new services using data and relevance to match it to them. So we look forward to talking to you all again in February. Thank you very much.

Thank you. Ladies and gentlemen, this does conclude today’s teleconference. You may disconnect your lines at this time, and thank you for your participation.