Linkedin Corporation 10-K

10APR201419231192 April 2016 To Our Stockholders: In 2015, we delivered a strong year of innovation focused on further connecting our members and customers to opportunity. For members, we made significant progress by focusing on two core value propositions: staying connected and informed, and advancing members’ careers. • In December, we launched our re-imagined flagship mobile application, the culmination of a year-long focus to create a dramatically simplified core LinkedIn experience. Since launch, we have seen meaningful increases in feed engagement, messages sent, and content interaction. • With respect to careers, we spent much of the year working on fundamental building blocks including doubling the number of jobs on LinkedIn to more than six million, improving jobs relevance, and re-launching the jobs experience on the desktop. This work resulted in a significant increase in overall engagement with jobs throughout 2015 compared to 2014. For customers, we focused on innovating the core value drivers in each product line: • Within Hiring, we announced the re-launch of Recruiter, the first full refresh of our flagship product since its original launch. The new Recruiter will rollout to customers throughout 2016 alongside the new Referrals product. The goal is that these products will further strengthen and extend our competitive position within the talent acquisition space in the coming years. • Within Marketing Solutions, Sponsored Updates increasingly evolved into the core of our advertising business, contributing approximately half of total ad revenue in 2015. Digital marketing remains a fast-evolving and competitive landscape, evidenced by the significant decline in our display ad revenue in 2015. To that end, we believe our primary focus on Sponsored Updates will continue to make LinkedIn the most effective platform for marketers to engage professionals. • We also saw early progress in two of our more nascent initiatives, Sales Solutions and Learning & Development. • For Sales Solutions, 2015 was the first full year we sold the flagship Sales Navigator product through a scaled salesforce. We’ve seen early success with large, sophisticated customers like EY, SAP, and Microsoft, and we will continue improving our core product to drive broad-based demand. • In May, we acquired Lynda, signaling LinkedIn’s entry into the Learning & Development market. This acquisition resulted from several years of evaluation in search of the right asset to bring skills-based learning content to LinkedIn. Throughout 2015, we focused primarily on integrating Lynda’s high quality team and content assets, setting the foundation to deliver learning content at greater scale to members and enterprise customers. With respect to results for the full year 2015, revenue was approximately $3.0 billion, growth of 35% year-over-year, or approximately 30% year-over-year when excluding Lynda. We delivered Adjusted EBITDA1 of approximately $780 million, a 26% margin. Talent Solutions grew 41% to approximately $1.9 billion, or approximately $1.8 billion and 33% growth excluding Lynda. Marketing Solutions grew 28% to $581 million, and Premium Subscriptions, which includes Sales Solutions, grew 22% to $532 million. In 2016, we plan to emphasize three key themes: a continued focus on core products; deepening the value exchanged between members and customers; and pursuing intelligent growth through increased ROI discipline. We believe success across these themes will help us achieve our long-term financial goals of generating sustainable revenue and earnings growth. Amidst an increasingly complex global economy, our sense of purpose has never been stronger as we work to realize our vision to create economic opportunity for every member of the world’s workforce. Sincerely, 19APR201622354325 Jeff Weiner Chief Executive Officer LinkedIn Corporation 1 To supplement our consolidated financial statements, which are prepared and presented in accordance with US Generally Accepted Accounting Principles (‘‘US GAAP’’), we use certain non-GAAP financial measures, including adjusted EBITDA. Net loss for 2015 was approximately $164.8 million, and net loss for 2014 was approximately $15.3 million. For a full reconciliation of net loss and adjusted EBITDA, please see page 50 of the Annual Report attached to this letter. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ࠚ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or Ⅺ 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: 001-35168 LinkedIn Corporation (Exact name of registrant as specified in its charter) Delaware 47-0912023 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2029 Stierlin Court Mountain View, CA 94043 (Address of principal executive offices) (Zip Code) (650) 687-3600 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, par value $0.0001 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ࠚ No Ⅺ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes Ⅺ No ࠚ 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 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 ࠚ No Ⅺ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ࠚ No Ⅺ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Ⅺ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ࠚ Accelerated filer Ⅺ Non-accelerated filer Ⅺ Smaller reporting company Ⅺ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Ⅺ No ࠚ As of June 30, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of Class A and Class B common stock held by non-affiliates of the registrant was $23,695,488,242. As of January 31, 2016, there were 116,508,021 shares of the registrant’s Class A common stock outstanding and 15,566,688 shares of the registrant’s Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for its 2016 Annual Meeting of stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2015. LINKEDIN CORPORATION FORM 10-K TABLE OF CONTENTS Page PART I Item 1. Business ....................................................... 4 Item 1A. Risk Factors .................................................... 19 Item 1B. Unresolved Staff Comments ......................................... 45 Item 2. Properties ...................................................... 45 Item 3. Legal Proceedings ................................................ 45 Item 4. Mine Safety Disclosures ............................................ 45 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...................................... 46 Item 6. Selected Financial Data ............................................ 47 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .................................................... 51 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................... 78 Item 8. Financial Statements and Supplementary Data ............................ 81 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................................................... 131 Item 9A. Controls and Procedures ............................................ 131 Item 9B. Other Information ................................................. 134 PART III Item 10. Directors, Executive Officers and Corporate Governance ....................

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