Reasons for the Merger

Reasons for the Merger

        In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the LinkedIn Board consulted with LinkedIn management, its financial advisors and its outside legal counsel. In recommending that LinkedIn stockholders vote for the adoption of the merger agreement, the LinkedIn Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

•

LinkedIn's business operations and management.



•

LinkedIn's historical and projected financial performance, results and condition, including the risks associated with achieving the Forecasts, which we define below.



•

LinkedIn's competitive positioning and prospects as a stand-alone company.



•

The fact that the all-cash merger consideration will provide certainty of value to LinkedIn stockholders, while eliminating the effect of long-term business and execution risk.



•

The oral opinion delivered by Qatalyst Partners to the LinkedIn Board on June 11, 2016, and subsequently confirmed in writing, that as of June 11, 2016, and based upon and subject to the various assumptions, considerations, limitations and other matters set forth therein, the $196.00 per share merger consideration to be received by the Class A holders pursuant to the merger agreement, in their capacity as Class A holders, was fair, from a financial point of view, to such Class A holders, as more fully described in the section of this proxy statement captioned "The Merger—Fairness Opinion of Qatalyst Partners"



•

The relationship of the $196.00 per share merger consideration to the trading price of the common stock, including that the $196.00 per share merger consideration constituted a premium of approximately 49.5% to the closing price of the common stock on June 10, 2016, the last trading day prior to the date on which LinkedIn entered into the merger agreement.



•

The reports of the Transactions Committee received by the LinkedIn Board regarding the process conducted by the Transactions Committee.



•

Based on its review of the process conducted by the Transactions Committee, the LinkedIn Board's belief that $196.00 per share in cash and the terms of the merger agreement offer the best value reasonably attainable for LinkedIn stockholders.



•

The LinkedIn Board's view that the merger agreement was the product of arm's-length negotiation and contained customary terms and conditions.



•

The terms of the merger agreement, including:



•

LinkedIn's ability, under certain circumstances, to furnish information to, and conduct negotiations with, third parties regarding unsolicited acquisition proposals;



•

The LinkedIn Board's view that the terms of the merger agreement would be unlikely to deter third parties from making a superior proposal, including the merger agreement's terms and conditions as they relate to company board recommendation changes (see the sections of this proxy statement captioned "The Merger Agreement—No Solicitation of Other Offers" and "The Merger Agreement—The LinkedIn Board's Recommendation; Company Board Recommendation Change");



•

LinkedIn's ability to terminate the merger agreement in order to accept an unsolicited superior proposal, subject to paying Microsoft a termination fee of $725 million and the other conditions of the merger agreement;

•

The fact that the LinkedIn Board believed that the termination fee of $725 million, which is approximately 2.58% of LinkedIn's implied equity value in the merger, is reasonable, consistent with or below fees in comparable transactions, and not preclusive of other offers;



•

LinkedIn's entitlement to specific performance to prevent breaches of the merger agreement; and



•

That the consummation of the merger is not subject to any financing condition.



•

Potential acquirors of LinkedIn and various considerations associated with each such acquiror.



•

The perceived risk of continuing as a stand-alone public company or pursuing other strategic alternatives.



•

The fact that the Transactions Committee unanimously recommended the merger to the LinkedIn Board.



•

Mr. Hoffman's support of the merger as being in the best interests of LinkedIn stockholders and that, as such, he intended to vote in favor of the merger in his capacity as a stockholder (subject to the LinkedIn Board's continuing recommendation of the merger).



•

The LinkedIn Board's fiduciary duties in light of the foregoing.

        The LinkedIn Board also considered a number of uncertainties and risks concerning the merger, including the following (which factors are not necessarily presented in order of relative importance):

•

The fact that the announcement and pendency of the merger, or the failure to complete the merger, may cause substantial harm to LinkedIn's relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical, sales and other personnel), vendors and customers, and may divert employees' attention away from LinkedIn's day-to-day business operations.



•

The fact that LinkedIn stockholders will not participate in any future earnings or growth of LinkedIn and will not benefit from any appreciation in value of LinkedIn, including any appreciation in value that could be realized as a result of the combination of LinkedIn with Microsoft.



•

The fact that, without the support of Mr. Hoffman, the merger could not be approved by LinkedIn stockholders.



•

The requirement that LinkedIn pay Microsoft a termination fee of $725 million under certain circumstances following termination of the merger agreement, including if (1) the LinkedIn Board terminates the merger agreement to accept an unsolicited superior proposal or (2) if the merger agreement is not adopted by LinkedIn stockholders.



•

The restrictions on the conduct of LinkedIn's business prior to the consummation of the merger, including the requirement that LinkedIn conduct its business in the ordinary course, subject to specific limitations, which may delay or prevent LinkedIn from undertaking business opportunities that may arise before the completion of the merger and that, absent the merger agreement, LinkedIn might have pursued.



•

The fact that an all-cash transaction would be taxable to LinkedIn stockholders that are U.S. persons for U.S. federal income tax purposes.



•

The fact that under the terms of the merger agreement, LinkedIn is unable to solicit other acquisition proposals during the pendency of the merger.

•

The significant costs involved in connection with entering into the merger agreement and completing the merger, and the substantial time and effort of LinkedIn management required to complete the merger, which may disrupt LinkedIn's business operations.



•

The fact that LinkedIn's business, sales operations and financial results could suffer in the event that the merger is not consummated.



•

The risk that the merger might not be completed and the effect of the resulting public announcement of the termination of the merger agreement on the trading price of the Class A common stock.



•

The fact that the completion of the merger will require antitrust clearance in the United States and regulatory approval from the European Union and Canada.



•

The fact that LinkedIn's directors and officers may have interests in the merger that may be different from, or in addition to, those of other LinkedIn stockholders (see the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger").

        The foregoing discussion is not meant to be exhaustive, but summarizes the material factors considered by the LinkedIn Board in its consideration of the merger. After considering these and other factors, the LinkedIn Board concluded that the potential benefits of the merger outweighed the uncertainties and risks. In view of the variety of factors considered by the LinkedIn Board and the complexity of these factors, the LinkedIn Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the LinkedIn Board applied his or her own personal business judgment to the process and may have assigned different weights to different factors. The LinkedIn Board unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommends that LinkedIn stockholders adopt the merger agreement based upon the totality of the information presented to and considered by the LinkedIn Board.

Fairness Opinion of Qatalyst Partners

        LinkedIn retained Qatalyst Partners to act as its financial advisor to the LinkedIn Board in connection with a potential transaction such as the merger and to evaluate whether the per share merger consideration to be received by the holders of shares of Class A common stock, in their capacity as Class A holders, pursuant to the merger agreement was fair, from a financial point of view, to the Class A holders. LinkedIn selected Qatalyst Partners to act as its financial advisor based on Qatalyst Partners' qualifications, expertise, reputation and knowledge of the business of LinkedIn and the industry in which it operates. Qatalyst Partners has provided its written consent to the reproduction of the Qatalyst Partners' opinion in this proxy statement. At the meeting of the LinkedIn Board on June 11, 2016, Qatalyst Partners rendered its oral opinion, subsequently confirmed in writing, that, as of such date and based upon and subject to the various assumptions, considerations, limitations and other matters set forth therein, the per share merger consideration to be received by the Class A holders pursuant to the merger agreement, in their capacity as Class A holders, was fair, from a financial point of view, to the Class A holders. Qatalyst Partners delivered its written opinion, dated June 11, 2016, to the LinkedIn Board following the meeting of the LinkedIn Board.

        The full text of Qatalyst Partners' written opinion to the LinkedIn Board, dated June 11, 2016, is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners

in rendering its opinion. You should read the opinion carefully and in its entirety. Qatalyst Partners' opinion was provided to the LinkedIn Board and addresses only, as of the date of the opinion, the fairness, from a financial point of view, of the per share merger consideration to be received by the Class A holders pursuant to the merger agreement, in their capacity as Class A holders, and it does not address any other aspect of the merger. It does not constitute a recommendation as to how any holder of Class A common stock should vote with respect to the merger or any other matter and does not in any manner address the prices at which the Class A common stock will trade at any time. The summary of Qatalyst Partners' opinion is qualified in its entirety by reference to the full text of the opinion.

        In arriving at its opinion, Qatalyst Partners reviewed the merger agreement, certain related documents, and certain publicly available financial statements and other business and financial information of LinkedIn. Qatalyst Partners also reviewed certain forward-looking information relating to LinkedIn prepared by the management of LinkedIn, including financial projections and operating data prepared by the management of LinkedIn, which we refer to as the "LinkedIn Projections," which are described in more detail below in the section of this proxy statement captioned "The Merger—Financial Forecasts." Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of LinkedIn with senior executives of LinkedIn. Qatalyst Partners also reviewed the historical market prices and trading activity for the Class A common stock and compared the financial performance of LinkedIn and the prices and trading activity of the Class A common stock with that of certain other selected publicly-traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

        In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by LinkedIn. With respect to the LinkedIn Projections, Qatalyst Partners was advised by the management of LinkedIn, and Qatalyst Partners assumed, that the LinkedIn Projections had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of LinkedIn of the future financial performance of LinkedIn and other matters covered thereby. Qatalyst Partners assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on LinkedIn or the contemplated benefits expected to be derived in the merger. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of LinkedIn, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of LinkedIn management as to the existing and future technology and products of LinkedIn and the risks associated with such technology and products. Qatalyst Partners' opinion has been approved by Qatalyst Partners' opinion committee in accordance with its customary practice.

        Qatalyst Partners' opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, June 11, 2016. Events occurring after such date may affect Qatalyst Partners' opinion and the assumptions used in preparing the opinion, and Qatalyst Partners does not assume any obligation to update, revise or reaffirm the opinion. Qatalyst Partners' opinion does not address the underlying business decision of LinkedIn to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to LinkedIn. Qatalyst Partners' opinion is limited to the fairness, from a financial point of view, of the per share merger consideration to be received by the Class A

holders pursuant to the merger agreement, in their capacity as Class A holders, and Qatalyst Partners expresses no opinion with respect to the fairness of the amount or nature of the compensation to any of LinkedIn's officers, directors or employees, or any class of such persons, relative to such consideration. Qatalyst Partners also expresses no opinion regarding the consideration to be received by any holder of Class B common stock under the merger agreement in such holder's capacity as a holder of Class B common stock.

        The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated June 11, 2016. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners' opinion. For purposes of its analyses, Qatalyst Partners utilized both the consensus of third-party research analysts' projections for LinkedIn, which we refer to as the "Analyst Projections," as well as the LinkedIn Projections. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners' financial analyses.

Illustrative Discounted Cash Flow Analysis

        Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a potential, present value of share values for the Class A common stock as of March 31, 2016 by:

•

adding:



•

the implied net present value of the estimated future unlevered free cash flows of LinkedIn, based on the LinkedIn Projections, for the second through fourth quarters of calendar year 2016, and for calendar year 2017 through calendar year 2019 (which implied present value was calculated by using a range of discount rates of 10.0% to 13.0%, based on an estimated weighted average cost of capital for LinkedIn);



•

the implied net present value of a corresponding terminal value of LinkedIn, calculated by multiplying the estimated Adjusted EBITDA (as described in the section of this proxy statement captioned "The Merger—Financial Forecasts"), less any capitalized software and website development costs (excluding capitalized stock-based compensation), which we refer to as the estimated "Modified EBITDA," in calendar year 2020, based on the LinkedIn Projections, by a range of multiples of fully-diluted enterprise value to next-twelve-months estimated Modified EBITDA of 12.0x to 18.0x and discounted to present value using the same range of discount rates used in the first bullet above;



•

the implied net present value of LinkedIn's forecasted tax attributes outstanding at the end of calendar year 2020, based on the LinkedIn Projections (which implied present value was calculated by using the same range of discount rates used in the first bullet above); and



•

LinkedIn's cash net of the face value of outstanding convertible notes and book value of minority interests, as provided by LinkedIn management as of March 31, 2016;



•

applying a dilution factor of approximately 12%, as projected by LinkedIn management, to reflect the dilution to current stockholders over the projection period due to the effect of future equity compensation grants; and

•

dividing the resulting amount by the number of fully-diluted shares of common stock outstanding as of March 31, 2016, adjusted for restricted stock units and stock options outstanding as of March 31, 2016, as provided by LinkedIn management.

        Based on the calculations set forth above, this analysis implied a range of values for the shares of common stock of $156.43 to $238.39 per share.

Selected Companies Analysis

        Qatalyst Partners compared selected financial information and public market multiples for LinkedIn with publicly available information and public market multiples for selected companies. The companies used in this comparison were the companies listed below and were selected because they are publicly traded companies in LinkedIn's industry.

Selected Consumer Internet Companies
Alphabet, Inc.
Amazon.com, Inc.
Facebook, Inc.
Twitter Inc.

Selected SaaS Companies
Cornerstone OnDemand Inc.
NetSuite Inc.
Salesforce.com, Inc.
ServiceNow, Inc.
Ultimate Software Group, Inc.
Workday, Inc.

        Based upon research analyst consensus estimates for calendar year 2017, and using the closing prices as of June 10, 2016, for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully diluted enterprise value divided by the estimated consensus Modified EBITDA for calendar year 2017, which we refer to as the "CY17E Modified EBITDA Multiples," for each of the selected consumer internet companies. The median CY17E Modified EBITDA Multiple for the selected consumer internet companies analyzed was 13.4x.

        Based on an analysis of the CY17E Modified EBITDA Multiples for each of the selected consumer internet companies, Qatalyst Partners selected a representative range of 12.0x to 18.0x and applied this range to LinkedIn's calendar year 2017 estimated Modified EBITDA based on each of the Analyst Projections and the LinkedIn Projections. Based on the calculations set forth above and the number of fully-diluted shares of common stock outstanding as of May 31, 2016, as provided by LinkedIn management, adjusted for restricted stock units and stock options outstanding as of May 31, 2016, as provided by LinkedIn management, this analysis implied a range of values for the shares of common stock of approximately $122.35 to $176.71 per share based on the LinkedIn Projections, and approximately $110.46 to $158.89 per share based on the Analyst Projections.

        Based upon research analyst consensus estimates for calendar year 2017, and using the closing prices as of June 10, 2016, for shares of the selected companies, Qatalyst Partners calculated, among other things, the implied fully diluted enterprise value divided by estimated consensus revenue for calendar year 2017, which we refer to as the "CY17E Revenue Multiples," for each of the selected SaaS companies. The median CY17E Revenue Multiple for the selected software as a service, or SaaS, companies analyzed was 6.2x.

        Based on an analysis of the CY17E Revenue Multiples for each of the selected SaaS companies, Qatalyst Partners selected a representative range of 4.0x to 7.0x and applied this range

to LinkedIn's calendar year 2017 estimated revenue based on each of the Analyst Projections and the LinkedIn Projections. Based on the calculations set forth above and the number of fully-diluted shares of common stock outstanding as of May 31, 2016, as provided by LinkedIn management, adjusted for restricted stock units and stock options outstanding as of May 31, 2016, as provided by LinkedIn management, this analysis implied a range of values for the shares of common stock of approximately $142.17 to $238.26 per share based on the LinkedIn Projections, and approximately $137.75 to $230.58 per share based on the Analyst Projections.

        No company included in the selected companies analysis is identical to LinkedIn. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to (1) industry performance; (2) general business, economic, market and financial conditions; and (3) other matters. Many of these matters are beyond the control of LinkedIn, such as (1) the impact of competition on the business of LinkedIn and the industry in general; (2) industry growth; and (3) the absence of any material adverse change in the financial condition and prospects of LinkedIn or the industry or in the financial markets in general. Mathematical analysis, such as determining the arithmetic mean, median, or the high or low, is not in itself a meaningful method of using selected company data.

Selected Transactions Analysis

Selected Consumer Internet Transactions

        Qatalyst Partners compared 11 selected consumer internet transactions greater than $1 billion in value announced since 2009. These transactions are listed below:

        For each of the consumer internet transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of analyst estimates of the next-twelve-months Adjusted EBITDA of the target company, which we refer to as the "NTM Adjusted EBITDA Multiple," as reflected in certain publicly available financial statements, research analyst reports and press releases.

        Based on the analysis of the NTM Adjusted EBITDA Multiples for the transactions noted above, Qatalyst Partners applied an NTM Adjusted EBITDA Multiple range of 17.0x to 27.0x to LinkedIn's estimated next-twelve-months Adjusted EBITDA based on Analyst Projections and calculated for the 12 month period ending on March 31, 2017. This analysis implied a range of values for the shares of common stock of approximately $139.36 to $213.39.

Selected SaaS Transactions

        Qatalyst Partners compared 20 selected SaaS transactions greater than $1 billion in value announced since 2009. These transactions are listed below:

        For each of the SaaS transactions listed above, Qatalyst Partners reviewed, among other things, the implied fully-diluted enterprise value of the target company as a multiple of analyst estimates of the next-twelve-months revenue of the target company, which we refer to as the "NTM Revenue Multiples," as reflected in certain publicly available financial statements, research analyst reports and press releases.

        Based on the analysis of the NTM Revenue Multiples for the transactions noted above, Qatalyst Partners applied an NTM Revenue Multiple range of 5.0x to 9.0x to LinkedIn's estimated next-twelve-months revenue based on Analyst Projections and calculated for the 12 month period ending on March 31, 2017. This analysis implied a range of values for the Shares of approximately $149.41 to $257.96.

        No company or transaction utilized in the selected transactions analysis is identical to LinkedIn or the merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to general business, market and financial conditions and other matters, many of which are beyond the control of LinkedIn, such as (1) the impact of competition on the business of LinkedIn or the industry generally; (2) industry growth; and (3) the absence of any material adverse change in the financial condition of LinkedIn or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Because of the unique circumstances of each of these transactions and the merger, Qatalyst Partners cautions against placing undue reliance on this information.

Miscellaneous

        In connection with the review of the merger by the LinkedIn Board, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation

of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor that it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners' view of the actual value of LinkedIn. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of LinkedIn. Any estimates contained in Qatalyst Partners' analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

        Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the per share merger consideration to be received by the Class A holders pursuant to the merger agreement, in their capacity as Class A holders, and in connection with the delivery of its opinion to the LinkedIn Board. These analyses do not purport to be appraisals or to reflect the price at which the shares of Class A common stock might actually trade.

        Qatalyst Partners' opinion and its presentation to the LinkedIn Board was one of many factors considered by the LinkedIn Board in deciding to approve the merger agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the LinkedIn Board with respect to the per share merger consideration to be received by the Class A holders pursuant to the merger agreement, in their capacity as Class A holders, or of whether the LinkedIn Board would have been willing to agree to a different consideration. The per share merger consideration was determined through arm's-length negotiations between LinkedIn and Microsoft and was approved by the LinkedIn Board. Qatalyst Partners provided advice to LinkedIn during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to LinkedIn or that any specific consideration constituted the only appropriate consideration for the merger.

        Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of LinkedIn, Microsoft or certain of their respective affiliates. During the two year period prior to the date of Qatalyst Partners' opinion, no material relationship existed between Qatalyst Partners or any of its affiliates and LinkedIn or Microsoft pursuant to which compensation was received by Qatalyst Partners or any of its affiliates. Qatalyst Partners or its affiliates may in the future provide investment banking and other financial services to LinkedIn and Microsoft and their respective affiliates for which it or they would expect to receive compensation.

        Under the terms of its engagement letter, Qatalyst Partners provided LinkedIn with financial advisory services in connection with a contemplated sale of LinkedIn, which includes the merger, and for which it will be paid approximately $55 million, $250,000 of which was payable upon the execution of its engagement letter, $7.5 million of which became payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), and the remaining portion of which will be paid upon, and subject to, consummation of the merger. LinkedIn has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. LinkedIn has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under federal securities law, and certain expenses relating to or arising out of Qatalyst Partners' engagement.

Financial Forecasts

        LinkedIn does not as a matter of course make public projections as to future sales, earnings, or other results. However, LinkedIn management has prepared the prospective financial information set forth below to provide financial forecasts to both Qatalyst Partners and Microsoft in connection with Microsoft's acquisition of LinkedIn. We refer to the forecasts for 2016 to 2020 as the "Forecasts."

        The Forecasts were prepared based on an assessment that took into account:

•

actual historical and year to date results;



•

continued growth in our member base and engagement;



•

continued adoption and growth of our recruiter and premium platforms; and



•

modest adjusted EBITDA margin expansion.

        The accompanying prospective financial information were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of LinkedIn management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of LinkedIn management's knowledge and belief, the expected course of action and the expected future financial performance of LinkedIn. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information.

        Neither LinkedIn's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

        Readers of this proxy statement are cautioned not to place undue reliance on the specific portions of the Forecasts set forth below. Although the Forecasts are presented with numerical specificity, the Forecasts reflect numerous assumptions and estimates as to future events made by LinkedIn management that they believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to LinkedIn management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Forecasts not to be achieved include (1) general economic conditions; (2) the accuracy of certain accounting assumptions; (3) changes in actual or projected cash flows; (4) competitive pressures; and (5) changes in tax laws. In addition, the Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the Forecasts will be realized, and actual results may be materially better or worse than those contained in the Forecasts. The inclusion of this information should not be regarded as an indication that the LinkedIn Board, LinkedIn or any other recipient of this information considered, or now considers, the Forecasts to be predictive of actual future results. The Forecasts are not included in this proxy statement in order to induce any LinkedIn stockholder to vote in favor of the proposal to adopt the merger agreement or any of the other proposals to be voted on at the special meeting. LinkedIn does not intend to update or otherwise revise the Forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Forecasts are shown to be in error or no longer appropriate.

Forecasts

Non-GAAP Financial Measures

        Adjusted EBITDA, Modified EBITDA and levered free cash flow are non-GAAP financial measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. LinkedIn uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. LinkedIn believes that these non-GAAP financial measures provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP financial measures included by LinkedIn in the Forecasts are defined and reconciled to GAAP financial measures below.

Adjusted EBITDA

        Adjusted EBITDA is defined as net income (loss), plus: provision for income taxes; other (income) expense, net; depreciation and amortization; and stock-based compensation.

        LinkedIn included adjusted EBITDA in the Forecasts because it is a key measure used by LinkedIn management and the LinkedIn Board to understand and evaluate LinkedIn's core operating performance and trends, to prepare and approve LinkedIn's annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of LinkedIn's core business. Additionally, adjusted EBITDA is a key financial measure used by the compensation committee of the LinkedIn Board in connection with the payment of bonuses to our executive officers and employees. Accordingly, LinkedIn believes that adjusted EBITDA provides useful information in understanding and evaluating LinkedIn's projections in the same manner as LinkedIn management and the LinkedIn Board.

        LinkedIn's use of adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; adjusted EBITDA does not reflect changes in, or cash requirements for, LinkedIn's working capital needs; adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation; adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in LinkedIn's industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

        Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other US GAAP results.

Modified EBITDA

        Modified EBITDA is defined as net income (loss), plus: provision for income taxes; other (income) expense, net; depreciation and amortization; stock-based compensation; and capitalized software and website costs.

        LinkedIn included modified EBITDA in the Forecasts because it provided another measure by which to evaluate LinkedIn's core operating performance and trends. In particular, the exclusion of certain expenses in calculating modified EBITDA can provide a useful measure for period-to-period comparisons of LinkedIn's core business. Accordingly, LinkedIn believes that modified EBITDA provides useful information in understanding and evaluating LinkedIn's projections in the same manner as LinkedIn management and the LinkedIn Board used it in evaluating the transaction.

        LinkedIn's use of modified EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and modified EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; modified EBITDA does not reflect changes in, or cash requirements for, LinkedIn's working capital needs; modified EBITDA does not consider the potentially dilutive impact of stock-based compensation; modified EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and other companies, including companies in LinkedIn's industry, may calculate modified EBITDA differently, which reduces its usefulness as a comparative measure.

        Because of these limitations, you should consider modified EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other US GAAP results.

Levered Free Cash Flow

        Levered free cash flow is defined as cash flow provided by operating activities less cash flows from purchases of property and equipment.

        LinkedIn included levered free cash flow in the Forecasts because it can be an important liquidity metric, as it measures, during a given period, the amount of cash generated that is available for operational expenses and for long-term investments, including payments for acquisitions and intangible assets. Accordingly, LinkedIn believes that levered free cash flow provides useful information in understanding and evaluating LinkedIn's projections.

        LinkedIn's use of levered free cash flow has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results under US GAAP. Because of these limitations, you should consider free cash flow alongside other financial performance measures, including net loss attributable to common stockholders, operating loss, cash flow provided by operating activities and our other US GAAP results.

Reconciliation of Adjusted EBITDA to Net Income

        The Forecasts include a forecast of LinkedIn's adjusted EBITDA. The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP financial

measure. Other than in connection with the preparation of this proxy statement, LinkedIn did not provide Microsoft with this reconciliation.

Reconciliation of Modified EBITDA to Net Income

        The Forecasts include a forecast of LinkedIn's modified EBITDA. The following table presents a reconciliation of modified EBITDA to net income (loss), the most directly comparable GAAP financial measure. Other than in connection with the preparation of this proxy statement, LinkedIn did not provide Microsoft with this reconciliation.

Reconciliation of Levered Free Cash Flow to Cash Flow Provided by Operating Activities

        The Forecasts include a forecast of LinkedIn's levered free cash flow. The following table presents a reconciliation of levered free cash flow to cash flow provided by operating activities, the most directly comparable US GAAP financial measure. Other than in connection with the preparation of this proxy statement, LinkedIn did not provide Microsoft with this reconciliation.