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`Exhibit D
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`10-K
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`10-K 1 a20151231-10xkdocument.htm FORM 10-K
`Table of Contents
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`
`
`FORM 10-K
`
`
`
`
`(Mark One)
` 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
` 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
`
`
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`(Exact name of registrant as specified in its charter)
`
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`Delaware
`(State or other jurisdiction of
`incorporation or organization)
`
`
`
`
`
`
`
`47-0912023
`(I.R.S. Employer
`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:
`
`Name of Each Exchange on Which Registered
`Title of Each Class
`
`New York Stock Exchange
`Class A Common Stock, par value $0.0001 per share
`
`Securities registered pursuant to Section 12(g) of the Act:
`None
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`Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 
`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  No 
`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  No 
`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  No 
`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. 
`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
`
`
`
`Accelerated filer
`
`
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`
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`
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`Smaller reporting company
`(Do not check if a smaller reporting company)
`Non-accelerated filer
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
`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.
`
`Table of Contents
`
`LINKEDIN CORPORATION
`FORM 10-K
`TABLE OF CONTENTS
`
`Business
`Risk Factors
`Unresolved Staff Comments
`Properties
`Legal Proceedings
`Mine Safety Disclosures
`
`PART I
`
`PART II
`
`Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
`of Equity Securities
`Selected Financial Data
`
`
`
`
`
`
`Item 1.
`Item 1A.
`Item 1B.
`Item 2.
`Item 3.
`Item 4.
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`
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`Item 5.
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`Item 6.
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`Item 7.
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Item 7A.
`Quantitative and Qualitative Disclosures About Market Risk
`Item 8.
`Financial Statements and Supplementary Data
`Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
`Item 9.
`Item 9A.
`Controls and Procedures
`Item 9B.
`Other Information
`
`
`
`Item 10.
`Item 11.
`Item 12.
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`PART III
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`
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`Directors, Executive Officers and Corporate Governance
`Executive Compensation
`Security Ownership of Certain Beneficial Owners and Management and Related
`Stockholder Matters
`Certain Relationships and Related Transactions, and Director Independence
`Principal Accounting Fees and Services
`
`PART IV
`
`Exhibits, Financial Statement Schedules
`
`
`
`
`
`Item 13.
`Item 14.
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`
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`Item 15.
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`117
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`118
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`Table of Contents
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`Special Note Regarding Forward Looking Statements
`
`This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 21E of the
`Securities Exchange Act of 1934, as amended, or the Exchange Act, particularly in Part I, Item 1: “Business,” Part I,
`Item 1A: “Risk Factors” and Part 2, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of
`Operations.” These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,”
`“anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations. All statements other
`than statements of historical fact could be deemed forward-looking, including, but not limited to:
`•
`our ability to increase our member base and create long-term value for all of our stakeholders;
`•
`our ability to timely and effectively scale and adapt our existing technology and network infrastructure;
`•
`our ability to increase engagement of our solutions by our members, enterprises and professional organizations;
`•
`our ability to develop effective solutions for mobile devices;
`•
`our ability to protect our users’ information and adequately address privacy concerns;
`•
`our ability to maintain an adequate rate of revenue growth;
`•
`the effects of increased competition in our market;
`•
`our ability to retain our existing subscribers and our Talent Solutions and Marketing Solutions customers;
`•
`our ability to effectively manage our growth;
`•
`our ability to successfully enter new markets, expand our product offerings and manage our international presence
`and expansion;
`our ability to maintain, protect and enhance our brand and intellectual property;
`costs associated with defending intellectual property infringement and other claims;
`our investment philosophy for 2016;
`
`•
`•
`•
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`our expectations for our financial performance in 2016, including our revenues, cost of revenues, expenses and
`expected tax benefits; and
`the attraction and retention of qualified employees and key personnel.
`
`•
`
`For a discussion of some of the factors that could cause actual results to differ materially from our forward-looking
`statements, see the discussion on risk factors that appears in Part I, Item 1A: “Risk Factors” of this Annual Report on Form
`10-K and other risks and uncertainties detailed in this and our other reports and filings with the Securities and Exchange
`Commission, or SEC. The forward-looking statements in this Annual Report on Form 10-K represent our views as of the
`date of this Annual Report on Form 10-K. We anticipate that subsequent events and developments will cause our views to
`change. However, while we may elect to update these forward-looking statements at some point in the future, we have no
`current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these
`forward-looking statements as representing our views as of any date subsequent to the date of this Annual Report on
`Form 10-K.
`
`Table of Contents
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`
`Item 1.
`
`Business
`
`-3-
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`PART I
`
`Overview
`We are the world’s largest professional network on the Internet with over 400 million members in over 200 countries
`and territories as of the date of this Annual Report on Form 10-K. We believe we are the most extensive, accurate and
`accessible network focused on professionals. LinkedIn's value proposition for our members and customers is simple:
`connect to opportunity. Members use our platform to stay connected and informed, advance their career and work smarter.
`We provide many of our products at no cost to members with the belief that our freemium business model drives the
`most value for our members. In return, member growth and engagement strengthens the network effect that can benefit
`each individual LinkedIn member.
`The critical mass of our network also enables us to create value for our customers through three distinct product
`lines: Talent Solutions, which includes Hiring and Learning & Development, Marketing Solutions, and Premium
`Subscriptions. Our products are sold through two channels, an offline field sales organization that engages both large and
`small enterprise customers; and an online channel where enterprise customers, small business, and individual members
`purchase products on a self-serve basis. We seek to create reciprocal value with our products between members and
`customers. We believe this builds mutually aligned incentives and marketplace dynamics supporting our long-term financial
`objectives of sustainable revenue and earnings growth.
`We were incorporated in Delaware in March 2003 under the name LinkedIn, Ltd. and changed our name to LinkedIn
`Corporation in January 2005. Our principal executive offices are located at 2029 Stierlin Court, Mountain View, CA 94043,
`and our telephone number is (650) 687-3600. Our website address is www.linkedin.com. We completed our initial public
`offering in May 2011 and our Class A common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol
`“LNKD”. Unless the context requires otherwise, the words “LinkedIn,” “we,” “Company,” “us” and “our” refer to LinkedIn
`Corporation and our subsidiaries.
`
`Our Mission
`Our mission is to connect the world’s professionals to make them more productive and successful. We believe that
`prioritizing the needs of our members is the most effective and, ultimately, the most profitable means to accomplish our
`mission and create long-term value for all stakeholders.
`
`Our Vision
`Our vision is to create economic opportunity for every member of the global workforce. We believe our network's
`ultimate potential is to develop the world’s first economic graph, a digital representation of the global economy. Manifesting
`this vision requires scaling across six key pillars: individuals in the workforce, companies, job opportunities, professional
`skills, higher education institutions, and professional knowledge. By operationalizing this vision, we believe LinkedIn can
`enable members to connect to opportunity at global scale.
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`Our Strategy and Value Propositions
`Our strategy is focused on three key value propositions for both members and customers. These value propositions
`allow us to fully embrace our hybrid model as an enterprise services business built on a consumer web platform and
`continue to build on critical platform capabilities necessary for professionals:
`Stay connected & informed: Our flagship LinkedIn application and our professional publishing platform focus
`•
`on helping members keep up with their connections, stay up to date with relevant news and ideas, and share
`views and knowledge. We believe delivering members a relevant and highly engaging feed experience is critical
`in creating value.
`Advance my career: Helping members both get hired and learn new skills has emerged as an essential
`element of our platform. We accelerated this focus through our 2014 acquisition of Bright Media Corporation,
`taking the number of jobs available on LinkedIn to nearly 5 million from approximately 300,000 two years ago. In
`addition, our 2015 acquisition of lynda.com, Inc. ("Lynda.com"), Inc. launched our entrance into the learning and
`development market by introducing skills-based learning to our platform.
`
`•
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`• Work smarter: Work smarter captures the value we create for members and customers through our monetized
`products. For recruiters, LinkedIn provides a destination to attract, recruit, and hire talent. For marketers,
`LinkedIn provides a platform to market products and services, especially with a business-to-business focus. For
`sales professionals, LinkedIn provides a social selling tool to help find leads and generate sales. For individuals,
`LinkedIn offers premium subscription packages that are designed for general professionals to manage their
`professional identity, grow their networks, and connect with talent. Finally, we recently began to focus on helping
`individuals and small businesses find freelance professionals.
`LinkedIn’s platform capabilities support these value propositions by enabling a member to: establish and manage
`their reputation through their LinkedIn profile, build their professional network, and research and contact any professional
`on LinkedIn. Lastly, we are committed to making our network accessible on a global basis through mobile-first product
`offerings.
`
`Our Solutions
`Our solutions are designed to make professionals more productive and successful and to connect talent with
`opportunity at massive scale. Our focus is on developing products that enable our members and customers to stay
`connected and informed, advance their careers, and work smarter.
`
`Our principal free and monetized solutions are described below:
`
`Free Solutions
`
`
`Advance My Career
`Jobs
`Job Search App
`Company Pages
`University Pages
`Who's Viewed Your Profile / How You Rank
`Rich Media / Skills / Endorsements
`
`Stay Connected & Informed
`LinkedIn Flagship:
`Feed, Me, Messaging,
`My Network & Search
`People You May Know
`Pulse
`Influencers
`Groups
`Slideshare
`LinkedIn Lookup
`Address Book Importer
`Publishing Platform
`
`
`Ubiquitous Access
`LinkedIn Mobile
`Robust set of APIs
`
`Talent Solutions
`Hiring
`LinkedIn Corporate Solutions (Recruiter,
`Referrals, Job
`Slots, Recruitment Media,
`Career Pages)
`LinkedIn Job Postings
`Job Seeker
`Recruiter Lite
`Learning & Development
`Lynda.com
`Free Solutions
`Many of our member solutions are available at no cost and are designed to provide compelling professional benefits.
`
`Premium Subscriptions
`
`Professional/Individual
`Subscriptions
`Sales Solutions (Sales Navigator)
`Profinder
`
`Monetized Solutions
`Work Smarter
`Marketing Solutions
`Sponsored Updates
`LinkedIn Ads
`Elevate
`Sponsored InMails
`Display Ads
`Ads API
`
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`Table of Contents
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`•
`
`Stay Connected & Informed
`LinkedIn Flagship. You will find the following five tabs at the bottom of the LinkedIn Flagship Mobile application. Our
`desktop application will soon follow this five-pillar construct as well.
`•
`Feed (Home). We provide a real-time stream of data from professionals and professional sources, personalized for
`each member. The stream allows each member to control and select data by relevancy, and members can remain
`up-to-date on what is happening in their professional world. Members can “like”, comment and post new updates to
`the stream.
`• Me (Profile). Our core offering provides every member with an online professional profile. A member’s profile is
`accessible to all members on our network and includes user-generated information including current job title and
`employer, education, career history, domain expertise, accomplishments, skills and additional professional
`information such as honors, awards, association memberships, patents, publications, certifications and languages
`spoken. Members populate their own profile information, enabling them to ensure their professional identity is
`accurate, current and under their control. In addition, Add-to-Profile Certifications allows members to update their
`profiles with certifications from courses completed through partner sites.
`• Messaging. Our messaging tab provides a chat-style interface to allow for easy back and forth messaging.
`Messages are organized for easy reference to the last conversation within a thread. Members also receive push
`and email notifications to make it easier to find conversations.
`• My Network. The My Network tab presents a brief update of a member's network for the day, such as work
`anniversaries, job changes, and recently published articles from a member's network. In addition, links to
`Invitations and Connections are included at the top left portion of the navigation pane.
`Invitations. Members can expand their networks by sending invitations. Any non-member accepting an
`•
`invitation simultaneously becomes a LinkedIn member, connected to the sender, after completing the
`registration process.
`Connections. Once two members are connected, their profile information is shared and, subject to privacy
`settings, each member has access to the other member’s list of connections for further networking.
`Connections across the network are classified to three degrees: first degree connections are members
`who agree to connect, second degree connections are members who share one or more mutual
`connections, and third degree connections are related via two connections. Members can retrieve the
`contact information of their first degree connections and browse their second and third degree connections
`in order to find additional opportunities to network and connect.
`Search. Our proprietary search technology allows users to conduct real-time, multilingual searches of our rich
`dataset in a completely personalized manner, as a member’s profile and network affect relevance and ranking of
`results. Our search capabilities include:
`People. Faceted, structured search across all member profiles.
`•
`Job Postings. Faceted, structured search across all of the available jobs listed on our network, as well as
`•
`off-network jobs.
`Companies. Faceted, structured search of enterprises and professional organizations.
`•
`• Groups. Search all professional groups on our network.
`Inbox Messages. Search inbox messages.
`•
`Address Book. Detailed, structured search across all of the connections a member has on LinkedIn.
`•
`Publishing Content. Search Influencer and member posts on LinkedIn by topic or Influencer name.
`•
`Universities. Search all universities on our network.
`•
`People You May Know. This product recommends members whom you may already know and with whom you may want
`to create a first degree connection.
`Pulse. Pulse enables our members to be better informed in their everyday jobs by showing them relevant news that has
`been collected and organized by the members in their networks and fellow professionals in their industries.
`Influencers. LinkedIn Influencers provides a publishing platform for thought leaders to post unique knowledge and
`professional insights on LinkedIn. Members can follow these individuals to receive relevant content directly in their
`
`•
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`Network Updates and email. Members can "like" and comment directly on posts and share these insights with their
`networks.
`Groups. Groups provide a forum for our members to discuss topics of interest and meet and interact with other
`professionals who share those interests and have opinions and domain expertise in specific areas. Group members are
`able to discuss, share, comment and make their group memberships part of their profiles.
`Slideshare. Slideshare provides our members with access to what we believe is the world’s largest community for sharing
`presentations on the Internet. Slideshare supports a wide variety of rich media including presentation files, documents,
`PDFs, videos and webinars.
`LinkedIn Lookup. This application allows members to quickly contact anyone at their company, even if they are not
`connected to them on LinkedIn. Members can find coworkers by title, skill, name, and expertise. Only coworkers using
`LinkedIn Lookup can view the profile data a member enters into this application.
`Address Book Importer. Our address book importer allows members to quickly and easily import contact information from
`their existing digital address books to LinkedIn.
`Publishing Platform. The majority of our members have the ability to publish long-form content on our platform. When a
`member publishes a post on LinkedIn, their original content becomes part of their professional profile, is shared with their
`trusted network and has the ability to reach a large group of professionals assembled online. Additionally, members have
`the ability to follow other members that are not in their networks and build their own group of followers.
`
`Advance My Career
`Jobs. Members actively seeking job opportunities can find millions of open jobs posted on LinkedIn. Jobs include
`suggestions for relevant positions through paid posts as well as open roles from companies’ career sites, applicant tracking
`systems and third-party sites.
`Job Search App. LinkedIn Job Search Application provides tools for finding a job. Members can find opportunities with
`location-based search, get automatic recommendations and notifications based on their job searches, and can apply to
`jobs using their LinkedIn profile.
`Company Pages. Company Pages provide members with a holistic view of a company. By aggregating data across the
`members employed at a particular company, we can show which members have recently joined a company, recently
`changed their title at a company or recently left a company. Members can also see who they know at a particular company.
`Companies can add information to their profiles and can highlight information about careers via the Careers Page.
`Members can follow companies and automatically receive recent updates and recommend products and services.
`University Pages. University Pages provide students, prospective students, and alumni access to insights and information
`on thousands of universities globally. Members can receive updates on campus news and activities from the schools
`themselves and engage with both the campus community and alumni of schools. Additional tools such as University
`Rankings, which use alumni career outcomes to rank schools for specific careers, and University Finder, which show the
`most attended schools for a given career, offer new ways for students to navigate one of life’s biggest decisions: choosing
`where to go to school and what to study.
`Who’s Viewed Your Profile / How You Rank. The Who’s Viewed Your Profile module provides real-time analytics to help
`members better manage their professional profile including information on who has viewed their profile, top search
`keywords used to reach their profile, and other details and trends on the demographics of the audience that has viewed
`their profile. Additional features of this product are available for members with Premium Subscriptions. With the "How You
`Rank" tool, members can see how they compare to others in their network with profile views and receive personalized
`recommendations on how to increase their visibility.
`Rich Media/Skills/Endorsements. Members can provide examples of their work and skills by sharing rich media content
`in their profiles. Additionally, members are able to both specify skills on their professional profiles and search for skills and
`expertise across our network, which surfaces key people within a community, top locations, related companies, relevant
`jobs, and groups where members can interact with like-minded professionals. In addition, Endorsements enables members
`to endorse their first degree connections for skills with one click.
`
`We also provide other products to help our members access knowledge, insights and opportunities including a
`number of analytically driven customized products, such as Jobs You May Be Interested In, Groups You May Like,
`Companies To Follow, People Who Viewed This Profile Also Viewed, and People Who Viewed This Job Also Viewed.
`
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`Ubiquitous Access
`Because professionals constantly require access to critical information, our platform is accessible online anytime and
`anywhere, including on mobile devices.
`LinkedIn Mobile. LinkedIn mobile applications are provided across a range of platforms and languages, including iOS for
`iPhone and iPad, Android, Blackberry, Nokia Asha, and Windows Mobile. Members can access LinkedIn content via
`LinkedIn’s flagship app, which showcases the essentials of the LinkedIn platform on mobile.
`Robust set of APIs. We believe that LinkedIn can make many modern third party applications more useful and effective
`for our members. We maintain a public website that allows any developer to agree to a standard set of terms and then
`integrate a subset of our content and services into their applications leveraging standards-based technology. These
`applications can be hosted on third-party websites or deployed on our platform. We also make our APIs available to
`support a range of Partner Programs in which a network of vetted developers can leverage LinkedIn APIs to support
`specific use cases that span our consumer, Talent Solutions, Marketing Solutions and Sales Solutions offerings. Third
`parties are increasingly leveraging our APIs.
`
`Monetized Solutions/Work Smarter
`In addition to our free solutions, we also charge for certain solutions that provide members, enterprises and
`professional organizations with enhanced functionality and additional benefits. These include Talent Solutions, which
`includes Hiring and Learning & Development, Marketing Solutions, and Premium Subscriptions.
`Talent Solutions
`Our Talent Solutions include Hiring and Learning & Development products. Hiring provides innovative recruiting tools
`to help our customers become more successful at talent acquisition and professional development. Our products aim to be
`the most effective way for enterprises and professional organizations to efficiently identify and acquire the right talent for
`their needs. Learning & Development provides online education courses that aim to make it easy for professionals to
`accelerate their careers and realize their potential by learning new skills.
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`Hiring
`LinkedIn Recruiter. Our flagship Talent Solutions product enables enterprises and professional organizations to
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`find, contact and hire highly qualified passive and active candidates. We believe that a majority of our members
`are passive in that they are not actively looking to change jobs. Recruiter provides premium functionality
`including:
`Advanced Searches. Ability to search and view every profile on our network, giving most recruiters
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`access to tens of millions more profiles than they would have available with our free offering. Advanced
`searches can be conducted using keywords found anywhere in a member's profile, such as schools
`attended and languages spoken, or by data derived from profiles, such as type of experience and
`seniority.
`Project Management. As enterprises and professional organizations find relevant profiles, they are able
`to organize them into project folders, add notes, and add reminders for follow-up.
`InMail. Enterprises and professional organizations can send messages directly to candidates to tell them
`more about their organization or a specific opportunity, subject to the member's discretion.
`Collaboration. Recruiters in the same enterprise or professional organization can see which profiles
`their colleagues have viewed, saved, or annotated.
`LinkedIn Talent Pipeline. Our talent pipeline allows enterprises and professional organizations to easily
`manage all of their talent leads in one place. LinkedIn Talent Pipeline is available as a standalone
`solution or as part of Recruiter.
`Referrals. LinkedIn Referrals is in an initial launch phase and available to select companies on supported
`Applicant Tracking Systems. Our goal is to allow customers to automatically uncover quality hires by engaging
`their employees, who will then use their networks to recruit for the companies
`Job Slots. A Job Slot enables an enterprise or professional organization to post a job on the LinkedIn platform
`typically for one year. The job that is posted can be changed, updated or modified at any time over the life of the
`contract.
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`Recruitment Media. Enterprises and professional organizations can target career-related messaging to
`qualified candidates. We provide promotional material in the form of advertisements, videos, or emails to
`specific audiences defined by enterprises and professional organizations based on professional profile data.
`Career Pages. Enterprises and professional organizations are able to customize the career section of Company
`Profiles and content on Career Pages to allow potential candidates to learn more about what it is like to work at
`the enterprise or professional organization, whom to contact if they are interested in a position and what relevant
`opportunities are available.
`LinkedIn Job Postings. Enterprises and professional organizations of all sizes are able to advertise job
`opportunities on our network. Job Postings include:
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`Self-Service Job Posting. This service enables recruiters and hiring managers to post and manage job
`opportunities on our network.
`Jobs You May Be Interested In (JYMB