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10APR201419231192
April 2014
To Our Stockholders:
2013 was another successful year for LinkedIn. Following a period of accelerated product innovation
exiting 2012, this year was marked by improvements in scale and relevance across all of our core products,
leading to strong levels of member growth, engagement and financial results at record levels.
The value we deliver to members remained consistent in 2013—we enable professionals to build and
manage their identities; create and leverage their professional networks; and gain the knowledge they
need to be more successful in their careers, across multiple screens and devices.
Our success in delivering this value is reflected in our engagement metrics. Cumulative membership grew
37% year over year to 277 million members. Unique visitors, as measured by comScore, which excludes
mobile, averaged 187 million unique visitors per month in Q4. Our internal engagement metrics, which
include mobile, also showed significant growth, culminating in Q4 unique visiting members growing
approximately 31% year over year and member page views growing approximately 48%, a pattern that
shows greater engagement per visiting member.
I want to highlight a few of our most successful product initiatives in 2013 that delivered across all of our
value propositions:
We began the transformation of the LinkedIn profile from a resume into a true portfolio with the launch
of rich media in May, resulting in members showcasing millions of pieces of visual content as part of their
professional identities. And members saw their professional brands furthered strengthened through more
than three billion Endorsements, which reached critical mass in 2013. As we exited the year, we turned
our focus to increasing the overall quality and relevance of endorsements.
Last year, we also made significant progress connecting the world’s professionals and helping them build
their networks. LinkedIn added nearly 75 million members in 2013, the largest single-year gain in the
company’s history. More than 70% of them came from outside the U.S., bolstering our status as a truly
global network. We also improved the accuracy and relevance of network suggestions with revamped
People You May Know algorithms, driving significant increases in member signups and connections.
In 2013, LinkedIn also furthered its efforts to become the definitive professional publishing platform. Our
content ecosystem, which consists of news from Pulse; our Influencer platform and company posts;
presentations on SlideShare, and Groups, would rank among the top digital business publishers based on
unique user metrics. The impact of content on LinkedIn is seen in the growth of traffic to our homepage,
where we saw nearly 50% growth in organic engagement in Q4.
Additionally, in 2013, we made significant progress toward making LinkedIn fully mobile. While improving
our core LinkedIn flagship app with new versions, we also embarked on a portfolio strategy, with
dedicated apps for Recruiter, Pulse, and Contacts. These apps continue to drive deeper member
engagement. Exiting 2013, mobile accounted for 41% of unique member visits to LinkedIn. In 2014, we
expect to reach the point where most LinkedIn members access the site via mobile devices.
Regarding monetization, for Talent Solutions, 2013 saw continued product innovation, helping to drive the
scale at which our customers are using LinkedIn to power talent acquisition. In the spring, we introduced
a new version of our flagship Recruiter platform, and at our Talent Connect conference in the fall, we
unveiled a number of products designed to mobilize the traditionally desktop-bound recruiting process.
Within Marketing Solutions, we began transitioning to a more sustainable and scalable model built around
content marketing. We launched Sponsored Updates, our first content product, in July. Sponsored
Updates quickly grew to contribute 13 percent of Marketing Solutions revenue in the fourth quarter, with
two-thirds of that revenue coming through mobile devices.

Table of contents

  • Page 1
    ... members access the site via mobile devices. Regarding monetization, for Talent Solutions, 2013 saw continued product innovation, helping to drive the scale at which our customers are using LinkedIn to power talent acquisition. In the spring, we introduced a new version of our flagship Recruiter...

  • Page 2
    ... 2013, our business also saw strong financial results. For the full year 2013, revenue was a record $1.53 billion, up 57%, and we delivered adjusted EBITDA of $376 million.1 Talent Solutions grew 64% to $860 million; Marketing Solutions was up 40% to $362 million; and Premium Subscriptions increased...

  • Page 3
    ... of Each Exchange on Which Registered New York Stock Exchange Smaller reporting company អ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ As of June 28, 2013 (the last business day of the registrant's most recently...

  • Page 4
    ... Accounting and Financial Disclosure ...Controls and Procedures ...Other Information ...PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related...

  • Page 5
    ... 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...

  • Page 6
    ... as an online, self-serve channel where we generate revenue from both enterprise customers and individual members purchasing subscriptions. We strive to ensure that our Talent Solutions, Marketing Solutions and Premium Subscriptions products provide both a high level of value for our customers and...

  • Page 7
    ... to leverage our unique business model to further monetize our platform while adding value to members, enterprises and professional organizations on a global basis. For example, by providing our members with better tools to share their professional skills and insights, our Talent Solutions can more...

  • Page 8
    ... Media, Career Pages, Talent Pipeline) LinkedIn Jobs Recruiter Lite/Talent Basic/Talent Finder/Talent Pro Job Seeker Basic/Job Seeker/ Job Seeker Plus Free Solutions Display Ads Sponsored InMails Sponsored Updates LinkedIn Ads Ads API Business Business Plus Executive InMail Sales Navigator...

  • Page 9
    ... 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. • Rich Media/Skills/Endorsements. Members can provide...

  • Page 10
    ... recent updates and recommend products and services. • Apply with LinkedIn. Apply with LinkedIn enables members to submit their profiles for job applications by clicking the ''Apply with LinkedIn'' button on company websites. Members can choose to update their profiles in real time, and members...

  • Page 11
    ...is a network of developers screened to help marketers, agencies and companies use LinkedIn to connect with their audiences. Third parties are increasingly leveraging our APIs. • Widgets. We provide a set of simple, embeddable widgets for standard features to allow any web developer to include rich...

  • Page 12
    ... Talent Finder and Talent Pro. The Talent family of products enables recruiters and hiring managers to find, contact and manage potential candidates, leveraging Premium Search Filters, InMail, Profile Organizer and other premium features. • Job Seeker Basic, Job Seeker and Job Seeker Plus. The Job...

  • Page 13
    ... Enterprise and self-service channels, Sponsored Updates are content-rich promoted updates that enable advertisers to share and amplify content marketing messages to a targeted audience. Sponsored Updates appear in the desktop and mobile streams of targeted members. LinkedIn Ads. Our self-service...

  • Page 14
    .... Turn contact records into rich profiles by seeing LinkedIn information directly in Salesforce.com or Microsoft Dynamics. Sales, Marketing and Customer Support Depending on the specific product, we sell our Talent and Marketing Solutions offline through our field sales organization or online on our...

  • Page 15
    ... professional insights by utilizing our rich dataset. This engine enables us to provide our users with customized content and recommendations. For example, based on a member's profile, their second and third degree connections, their viewing and clicking history, and a host of other criteria...

  • Page 16
    ...discussed below. • Members-Professional Networks. The market for online professional networks is new and rapidly evolving. Other companies such as Facebook, Google, Microsoft and Twitter are developing or could develop competing solutions. Further, some of these companies are partnering with third...

  • Page 17
    ... our Marketing Solutions, we compete with online and offline outlets that generate revenue from advertisers and marketers. To the extent competitors are better able to provide customers with cost-effective access to attractive demographics, either through new business models or increased user volume...

  • Page 18
    ...laws regarding privacy and protection of member data. Our privacy policy and user agreement describe our practices concerning the use, storage, transmission and disclosure of member data. Any failure by us to comply with these terms or privacy related laws and regulations could result in proceedings...

  • Page 19
    ... and our Marketing Solutions business to be stronger in the second and fourth quarter of the year in alignment with industry advertising spending. Available Information Our website is located at www.linkedin.com, and our investor relations website is located at http://investors.linkedin.com/. The...

  • Page 20
    ... press and earnings releases, and blogs as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts and RSS feeds. Further corporate governance information, including...

  • Page 21
    ..., users (whom we define as anyone who visits one of our websites through a computer or application on a mobile device, regardless of whether or not they are a member), enterprises and professional organizations in all geographies to access our websites, services and solutions within acceptable load...

  • Page 22
    ...This could result in enterprises and professional organizations blocking access to our services or refusing to purchase our Talent or Marketing Solutions or Premium Subscriptions. Our decisions may not result in the long-term benefits that we expect, in which case our member engagement, business and...

  • Page 23
    ...we use to track these metrics undercount or overcount performance, the data we report may not be accurate. This may harm our operating and financial results and may cause our stock price to decline. If our members' profiles are out-of-date, inaccurate or lack the information that users and customers...

  • Page 24
    ... negatively affect our revenue and financial results. Because access to online services through mobile devices is growing, our members are increasingly accessing LinkedIn on mobile devices. While many of our members who use our online services on mobile devices also access LinkedIn through personal...

  • Page 25
    ...or developers, violate applicable laws, our policies or other policy-related obligations, such violations may also put our members' information at risk and could in turn have an adverse effect on our business. Public scrutiny of Internet privacy and security issues may result in increased regulation...

  • Page 26
    ... harm our business and operating results. We expect our operating results to fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet the expectations of securities analysts or investors. Our revenue and operating...

  • Page 27
    ... the way members and users access our websites and services from personal computers to mobile devices; • the unproven nature of our business model; • changes in our pricing policies or those of our competitors; • our ability to increase sales of our products and solutions to new customers and...

  • Page 28
    ... team and the development of new features for both members and customers, including those for mobile use and our sales solutions products; • sales and marketing, including a significant expansion of our field sales organization; • international expansion in an effort to increase our member base...

  • Page 29
    ... our Marketing Solutions, we compete with online and offline outlets that generate revenue from advertisers and marketers. To the extent competitors are better able to provide customers with cost-effective access to attractive demographics, either through new business models or increased user volume...

  • Page 30
    ... publicly reporting companies will be impaired. Our international operations are subject to increased challenges and risks. We have offices around the world and our websites and mobile applications are available in numerous other languages. For the year ended December 31, 2013, international revenue...

  • Page 31
    ... jurisdictions if it may be considered objectionable; • increased competition from local websites and services, that provide online professional networking solutions, such as Germany-based Xing and France-based Viadeo, and online recruitment services, such as Australia-based Seek and Japan-based...

  • Page 32
    ...expanding our base of members, enterprises, advertisers, corporate customers and other partners, and increasing their engagement with our services, and will depend largely on our ability to maintain member trust, be a technology leader and continue to provide high-quality solutions, which we may not...

  • Page 33
    ... of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license, require us to establish specific open source compliance procedures, or require us to devote additional research and development resources to change our solutions, any of...

  • Page 34
    ..., could harm our business, our operating results, our reputation or the market price of our Class A common stock. If we do not continue to attract new customers, or if existing customers do not renew their subscriptions, renew on less favorable terms, or fail to purchase additional solutions, we may...

  • Page 35
    ... from sales of our Talent Solutions and Premium Subscriptions over the terms of the agreements, which is typically 12 months. As a result, a significant portion of the revenue we report in each quarter is generated from agreements entered into during previous quarters. Consequently, a decline in new...

  • Page 36
    ... have policies that could result in access to our content, services or features being blocked. Any restrictions on the use of our services by our members and users could lead to the loss or slowing of growth in our member base or the level of member engagement. If Internet search engines...

  • Page 37
    ...laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws limiting Internet neutrality, could decrease the demand for our subscription service or the usage of our services and increase our cost of doing business. Our growth depends in part on the success...

  • Page 38
    ... expanding scale of our international business activities, any changes in the U.S. or international taxation of such activities may increase our worldwide effective tax rate and harm our financial position and results of operations. We may require additional capital to support business growth, and...

  • Page 39
    ... new employees into our culture; • diversion of management time and focus from operating our business to acquisition integration challenges; • implementation or remediation of controls, procedures, and policies at the acquired company; • integration of the acquired company's accounting...

  • Page 40
    ... Fluctuations in the valuation of companies perceived by investors to be comparable to us or in valuation metrics, such as our price to earnings ratio, could impact our stock price. Additionally, the stock markets have at times experienced extreme price and volume fluctuations that have affected and...

  • Page 41
    ...stockholder became an ''interested'' stockholder. If securities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research reports about our business, our share price and trading volume could decline. The trading market for our Class...

  • Page 42
    ... resulting in a decline in the market price of our stock. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time...

  • Page 43
    ... in Sunnyvale, California, currently under construction by our landlord. The lease term is 12 years from the estimated date of delivery of the newly constructed buildings, and is currently estimated to expire in 2026. We also lease additional offices in Chicago, New York, Omaha, San Francisco, Santa...

  • Page 44
    ...is no public trading market for our Class B common stock. The following table sets forth for the periods indicated the high and low sales price per share of our Class A common stock as reported on the NYSE for the periods indicated: 2013 High Low High 2012 Low First Quarter . . Second Quarter Third...

  • Page 45
    ... from May 19, 2011, (the date our common stock commenced trading on the NYSE) through December 31, 2013, of the cumulative total returns for our Class A common stock, the NASDAQ Composite Index and the RDG Internet Composite Index. Such returns are based on historical results and are not intended...

  • Page 46
    ...a comparison from May 19, 2011, (the date our common stock commenced trading on the NYSE) through December 31, 2013, of the cumulative total returns for our Class A common stock, the S&P 500 Index and the SNL Kagan New Media Index. Such returns are based on historical results and are not intended to...

  • Page 47
    ... in Item 8 ''Financial Statements and Supplementary Data'' of this Annual Report on Form 10-K to fully understand factors that may affect the comparability of the information presented below. The consolidated statements of operations data for the years ended December 31, 2013, 2012 and 2011 and the...

  • Page 48
    .... 2013 Year Ended December 31, 2012 2011 2010 (in thousands, except per share data) 2009 Consolidated Statements of Operations Data: Net revenue ...Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) Sales and marketing ...Product development...

  • Page 49
    Stock-based compensation included in the statements of operations data above was as follows: 2013 Year Ended December 31, 2012 2011 2010 (in thousands) 2009 Cost of revenue ...Sales and marketing ...Product development ...General and administrative ... ... ... ... ... ... ... ... ... ... ... ... ...

  • Page 50
    ... following discussion in conjunction with the consolidated financial statements and notes thereto included in Item 8 ''Financial Statements and Supplementary Data'' of this Annual Report on Form 10-K. All information presented herein is based on the Company's fiscal calendar. Unless otherwise stated...

  • Page 51
    ... product offerings and international expansion, which we believe will result in increased sales of our Talent Solutions, Marketing Solutions and Premium Subscriptions to new and existing customers. As our net revenue increases, we expect our growth rate related to net revenue will decrease over time...

  • Page 52
    ... will result in increased sales of our Talent Solutions, Marketing Solutions and Premium Subscriptions, as customers will have access to a larger pool of professional talent. Growth in unique visitors will be driven by growth in the number of registered members, improvements to features and products...

  • Page 53
    ... in 2012 compared to 2011. These increases reflect increased use of the information, products and features available on our website by our users. While similar to the increase in registered members and unique visitors, this increase in page views also helped to drive the increase in net revenue that...

  • Page 54
    ... of our total net revenue, and we are significantly investing in our ability to successfully sell this unique product in a new and rapidly evolving market. The following table presents the number of LinkedIn Corporate Solutions customers as of the periods presented: December 31, 2013 2012 % Change...

  • Page 55
    ...associated with revenue recognition, stock-based compensation, the valuation of goodwill and intangible assets, website and internal-use software development costs, leases, income taxes and legal contingencies have the greatest potential impact on our consolidated financial statements. Therefore, we...

  • Page 56
    ... compensation expense and our results of operations could be materially impacted. Determining the fair value of stock-based awards at the grant date requires judgment. We use the Black-Scholes option-pricing model to determine the fair value of stock options and employee stock purchase plan options...

  • Page 57
    ... average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in the technology industry similar in size, stage of life cycle and financial leverage...

  • Page 58
    ... manner in which we develop and test new features and functionalities related to our website, assess the ongoing value of capitalized assets or determine the estimated useful lives over which the costs are amortized, the amount of website and internal-use software development costs we capitalize and...

  • Page 59
    ... change due to many factors, including future market conditions and our ability to successfully execute our business plans and/or tax planning strategies. Should there be a change in our ability to recover our deferred tax assets, our tax provision would increase or decrease in the period in which...

  • Page 60
    ... may not total due to rounding. Net Revenue We generate revenue from Talent Solutions, Marketing Solutions and Premium Subscriptions. Talent Solutions. Revenue from Talent Solutions is derived primarily from providing access to the LinkedIn Recruiter product and job postings. We provide access to...

  • Page 61
    ...LinkedIn members' update feeds. Sponsored Updates is sold through our field sales and online channels, and while currently a small contributor to revenue, we expect this to become a larger percentage of total Marketing Solutions revenue over time. Net revenue from our Premium Subscriptions increased...

  • Page 62
    ... and stock-based compensation for our production operations, customer support, infrastructure and advertising operations teams and web hosting costs related to operating our website. Credit card processing fees, direct costs related to our research products, certain uncollected valued added taxes...

  • Page 63
    ...support the growth of our business, web hosting service expenses of $21.8 million, other direct costs of $9.1 million, primarily consisting of credit card processing fees, and facilities and related costs of $8.7 million. Cost of revenue increased $44.1 million in 2012 compared to 2011. The increase...

  • Page 64
    ... on developing new features and products to encourage member growth and engagement. We also experienced increases in facilities and related costs of $5.8 million, and web hosting service expenses of $3.3 million. Product development expenses increased $125.0 million in 2012 compared to 2011. The...

  • Page 65
    ... our technology infrastructure in order to support continued growth in our member base, and to a lesser extent, increases in amortization of acquired intangible assets of $6.2 million. Other Income (Expense), Net Other income (expense), net consists primarily of the interest income earned on...

  • Page 66
    ...percentage of net revenue for each of the eight quarters ended December 31, 2013. We have prepared the quarterly data on a consistent basis with the audited consolidated financial statements included in this Annual Report on Form 10-K. In the opinion of management, the financial information reflects...

  • Page 67
    ...Mar 31, 2012 Consolidated Statements of Operations Data: Net revenue ...$447,219 $392,960 $363,661 $324,705 $303,618 $252,028 $228,207 $188,456 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below)(1) ...Sales and marketing(1) ...Product development...

  • Page 68
    ...the Three Months Ended Dec 31, Sep 30, Jun 30, Mar 31, Dec 31, Sep 30, Jun 30, Mar 31, 2013 2013 2013 2013 2012 2012 2012 2012 (as a percentage of revenue) Consolidated Statements of Operations Data:(1) Net revenue ...Costs and expenses: Cost of revenue ...Sales and marketing ...Product development...

  • Page 69
    ... Three Months Ended Sep 30, Jun 30, Mar 31, Dec 31, Sep 30, Jun 30, 2013 2013 2013 2012 2012 2012 (in thousands, except customer and headcount data) Mar 31, 2012 Other Financial and Operational Data: Adjusted EBITDA(1) ...Number of registered members (at period end) ...LinkedIn Corporate Solutions...

  • Page 70
    ... of our data centers, as well as payments for intangible assets and strategic acquisitions. We also continued to invest in technology hardware to support our growth, software to support website functionality development, website operations and our corporate infrastructure. Purchases of property and...

  • Page 71
    ... 2011 also included net proceeds from the issuance of common stock from employee option exercises. Off Balance Sheet Arrangements We did not have any off balance sheet arrangements in 2013, 2012 or 2011. Contractual Obligations We lease office space for our headquarters in Mountain View, California...

  • Page 72
    ... in our net income as a result of gains (losses) related to remeasuring certain monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. In the event our foreign currency denominated assets, liabilities, sales or expenses increase, our operating results may be...

  • Page 73
    ... Supplementary Data LINKEDIN CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated Statements of...

  • Page 74
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of LinkedIn Corporation Mountain View, California We have audited the accompanying consolidated balance sheets of LinkedIn Corporation and subsidiaries (the ''Company'') as of December 31, 2013 and 2012, and the related...

  • Page 75
    LINKEDIN CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, 2013 2012 ASSETS CURRENT ASSETS: Cash and cash equivalents ...Marketable securities ...Accounts receivable (net of allowance for doubtful accounts at December 31, 2013 and 2012, respectively) ...Deferred...

  • Page 76
    LINKEDIN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31, 2013 2012 2011 Net revenue ...Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) ...Sales and marketing ...Product ...

  • Page 77
    LINKEDIN CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Year Ended December 31, 2013 2012 2011 Net income ...Other comprehensive income: Change in unrealized gains on investments, net of tax ...Less: reclassification adjustment for net investment gains included income, ...

  • Page 78
    LINKEDIN CORPORATION CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 (In thousands, except shares) Stockholders' Equity Redeemable Convertible Preferred Stock Shares Amount Convertible Preferred Stock ...

  • Page 79
    ... Issuance of common stock in connection with employee stock purchase plan ...Issuance of common stock related to acquisitions, net of reacquired shares ...Vesting of early exercised stock options ...Repurchase of unvested early exercised stock options ...Stock-based compensation ...Excess income tax...

  • Page 80
    ... of preferred shares in joint venture . . Proceeds from issuance of common stock from employee stock Proceeds from issuance of common stock from employee stock Excess income tax benefit from stock-based compensation ...Other financing activities ...options . purchase ...plan ... Net cash provided by...

  • Page 81
    ... terms of its future consolidated financial position, results of operations, or cash flows: scaling and adaptation of existing technology and network infrastructure; protection of customers' information and privacy concerns; security measures related to the Company's website; rates of revenue growth...

  • Page 82
    ...temporary based on the length of time that the fair market value has been below cost, the severity of the decline and the intent and ability to hold or sell the investment. The Company did not identify any marketable securities as other-than-temporarily impaired as of December 31, 2013 and 2012. 80

  • Page 83
    ... pricing service, which may use quoted market prices for identical or comparable instruments or model-driven valuation using significant inputs derived from or corroborated by observable market data. The Company's procedures include controls to ensure that appropriate fair values are recorded...

  • Page 84
    ... term or expected useful lives of the improvements. Depreciation expense totaled $118.1 million, $70.0 million and $39.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. Website and Internal-Use Software Development Costs The Company capitalizes certain costs to develop...

  • Page 85
    ... on industry, job function, geography, experience/ education, and other specifications. Revenue from providing access to the LinkedIn Recruiter product is recognized ratably over the subscription period, which consists primarily of annual subscriptions that are billed monthly, quarterly, or annually...

  • Page 86
    ...'s advertising contracts is approximately two months. • Premium Subscriptions-The Company sells various subscriptions to customers that allow users to have further access to premium services via its LinkedIn.com website. The Company offers its members monthly or annual subscriptions. Revenue from...

  • Page 87
    ... in sales and marketing expense in the accompanying consolidated statements of operations. The Company incurred advertising costs of $3.9 million, $3.6 million and $2.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. Stock-Based Compensation Stock-based compensation...

  • Page 88
    ... value of the Company's Level 1 financial instruments, which are traded in active markets, are based on quoted market prices for identical instruments. The fair value of the Company's Level 2 fixed income securities are obtained from an independent pricing service, which may use quoted market prices...

  • Page 89
    ...related to assumed Pulse equity awards. The fair value of the earned portion of assumed stock options of $0.3 million is included in the purchase price, with the remaining fair value of $1.2 million resulting in post-acquisition compensation expense that will be recognized over the requisite service...

  • Page 90
    ... restricted stock units (''RSUs'') related to assumed Slideshare equity awards. The fair value of the earned portion of assumed stock options and RSUs of $2.4 million is included in the purchase price, with the remaining fair value of $6.9 million resulting in post-acquisition compensation expense...

  • Page 91
    ... intangible assets acquired in the purchase of the companies was 4.5 years, which will be amortized on a straight-line basis over their estimated useful lives. The Company's consolidated financial statements include the operating results of all acquired businesses from the date of each acquisition...

  • Page 92
    ... agency securities ...Corporate debt securities . Municipal securities ... Total cash, cash equivalents, and marketable securities ... The following table presents available-for-sale investments by contractual maturity date as of December 31, 2013 (in thousands): Amortized Cost Estimated Fair Market...

  • Page 93
    ...Goodwill-December 31, 2013 acquisition ...Goodwill-December 31, Other Intangible Assets The following table presents the detail of other intangible assets for the periods presented (dollars in thousands): Gross Carrying Amount Net Carrying Amount WeightedAverage Remaining Life 2011 ...2012 ...2013...

  • Page 94
    ... diluted net income per common share is presented in conformity with the two-class method required for participating securities. Immediately prior to the consummation of the Company's initial public offering (''IPO'') of its Class A common stock in May 2011, all outstanding shares of preferred stock...

  • Page 95
    ... issuable upon the release of RSUs and purchases related to the 2011 Employee Stock Purchase Plan. The dilutive effect of these potential common shares is reflected in diluted earnings per share by application of the treasury stock method. The computation of the diluted net income per share of Class...

  • Page 96
    ...Year Ended December 31, 2013 2012 2011 Employee stock options ...RSUs ...Total ...10. Commitments and Contingencies Aggregate Future Lease Commitments 588 162 750 28 36 64 418 88 506 The Company leases its office facilities and data centers under operating lease agreements, the longest of which...

  • Page 97
    ... which would likely increase its regulatory compliance costs. Adverse results of litigation or regulatory matters could also result in the Company being required to change its business practices, which could negatively impact its membership and revenue growth. The Company records a liability when it...

  • Page 98
    ... or service as directors or officers with the Company. The terms of such obligations may vary. 11. Stockholders' Equity Initial Public Offering In May 2011, the Company closed its IPO of 9,016,000 shares of its Class A common stock, which included 6,003,804 shares of Class A common stock sold by...

  • Page 99
    ...their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company's Class A common stock on the first trading day of...

  • Page 100
    ...the-money options. The Company's closing stock price as reported on the New York Stock Exchange as of December 31, 2013 was $216.83. The total intrinsic value of options exercised was approximately $655.9 million, $553.5 million and $177.5 million for the years ended December 31, 2013, 2012 and 2011...

  • Page 101
    .... No compensation cost is recorded for options that do not vest. The Company uses the simplified calculation of expected life described in the SEC's Staff Accounting Bulletin No. 107, Share-Based Payment, and volatility for stock options is based on an average of the historical volatilities of...

  • Page 102
    ... stock-based compensation related to stock-based awards to employees on the Company's consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2013 2012 2011 Cost of revenue ...Sales and marketing ...Product development ...General and administrative...

  • Page 103
    ...December 31, 2013 2012 2011 U.S. federal taxes at statutory rate ...State income taxes, net of federal benefit Foreign rate differential ...Permanent differences ...Stock-based compensation ...Change in valuation allowance ...Research and development credits ...Transaction-related expenses ...Other...

  • Page 104
    ...increase in valuation allowance for 2013 is primarily related to California research and development credits. Pursuant to authoritative guidance, the benefit of stock options will only be recorded to stockholders' equity when cash taxes payable is reduced. As of December 31, 2013, the portion of net...

  • Page 105
    ... the next 12 months related to these years. The Company attributes net revenue and costs and expenses to domestic and foreign components based on the terms of its agreements with its subsidiaries. The Company does not provide for federal income taxes on the undistributed earnings of its foreign...

  • Page 106
    ... by geographic region for the periods presented (in thousands): Year Ended December 31, 2013 2012 2011 Net revenue by product: Talent Solutions ...Marketing Solutions ...Premium Subscriptions ...Total ... $ 859,674 362,360 306,511 $1,528,545 $523,582 258,278 190,449 $972,309 $260,885 155,848...

  • Page 107
    ... agreement to acquire Bright Media Corporation (''Bright''), a job search site that allows users to search for jobs, find connections at companies, and locate job openings that best fit their experience. The transaction was valued at approximately $120.0 million as of the execution of the definitive...

  • Page 108
    ... registered public accounting firm, has audited the consolidated financial statements included in this Form 10-K and, as part of the audit, has issued a report, included herein, on the effectiveness of LinkedIn's internal control over financial reporting as of December 31, 2013. Changes in Internal...

  • Page 109
    ... OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of LinkedIn Corporation Mountain View, California We have audited the internal control over financial reporting of LinkedIn Corporation and subsidiaries (the ''Company'') as of December 31, 2013, based on...

  • Page 110
    ... None. PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2014 annual meeting of stockholders (the ''Proxy...

  • Page 111
    ... Schedules Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein. 3. Exhibits See the Exhibit Index immediately following the signature page of this Annual Report on Form 10...

  • Page 112
    ...(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. LINKEDIN CORPORATION Dated: February 13, 2014 By: /s/ JEFFREY WEINER Jeffrey Weiner Chief Executive Officer and Director POWER OF ATTORNEY...

  • Page 113
    ....2+ 2011 Equity Incentive Plan and Form of Stock Option Agreement under 2011 Equity Incentive Plan. 10.3+ Form of Indemnification Agreement by and between LinkedIn Corporation and each of its directors and executive officers. 10.4+ Offer Letter, between LinkedIn Corporation and Jeffrey Weiner, dated...

  • Page 114
    Exhibit Number Exhibit Description Form Incorporated by Reference File No. Exhibit(s) Filing Date 10.8 Master Services Agreement by and between LinkedIn Corporation and Equinix Operating Co., Inc., dated February 27, 2008. Amendment No. 1 to the Master Services Agreement by and between LinkedIn...

  • Page 115
    ... 18, 2012 10.19+ Form of Change of Control Agreement between LinkedIn Corporation and certain named executive officers. 21.1 23.1 List of subsidiaries. Consent of Deloitte & Touche LLP, independent registered public accounting firm. Power of Attorney (see the signature page to this Annual Report on...

  • Page 116
    Exhibit Number Exhibit Description Form Incorporated by Reference File No. Exhibit(s) Filing Date 101.SCH 101.CAL 101.LAB 101.PRE...Extension Presentation Linkbase XBRL Taxonomy Extension Definition Linkbase + †Indicates a management contract or compensatory plan. Portions of have been granted...