EX-99.1 2 a20160930-earningsreleasee.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

LinkedIn Announces Third Quarter 2016 Results

MOUNTAIN VIEW, Calif., October 27, 2016LinkedIn Corporation (NYSE: LNKD), the world's largest professional network on the Internet, today reported results for the third quarter of 2016. Detailed financial information on the quarter will be available within the company's Form 10-Q filing with the SEC.

“In Q3, continued product investments across our platform drove another quarter of strong engagement and financial performance,” said Jeff Weiner, CEO of LinkedIn. “As we look forward, our combination with Microsoft creates the opportunity for us to dramatically increase the impact and scale with which we deliver value to our members and customers.”

During the quarter, LinkedIn’s platform continued to show strong engagement, powered by investments across mobile, messaging, content and jobs. Cumulative members grew 18% year-over-year to 467 million, and unique visiting members grew 6% to an average of 106 million members a month. Member page views grew 27% in the quarter, yielding 20% year-over-year growth in page views per unique visiting member. Mobile continues to grow at more than double the rate of overall member activity, surpassing 60% of all traffic to LinkedIn.

Total revenue increased 23% year-over-year to $960 million.

Talent Solutions revenue increased 24% year-over-year to $623 million.
Hiring contributed $556 million in revenue, up 21% year-over-year.
Learning & Development contributed $67 million in revenue.

Marketing Solutions revenue increased 26% year-over-year to $175 million.
Sponsored Content remained the primary driver of growth and is now approaching two-thirds of total Marketing Solutions revenue.

Premium Subscriptions revenue increased 17% year-over-year to $162 million.
Sales Navigator remained the faster growing component of Premium Subscriptions, across both the field and online channels.

GAAP net income attributable to common stockholders was $9 million. GAAP diluted EPS was $0.06, compared to $(0.36) last year.

Non-GAAP net income was $163 million, excluding $2.0 million of merger-related transaction costs. Non-GAAP diluted EPS was $1.18, compared to $0.78 last year.

Adjusted EBITDA was $304 million, or 32% of revenue.

"During the quarter, LinkedIn demonstrated strong top and bottom-line performance," said Steve Sordello, CFO of LinkedIn. "Focused investments generated solid growth across our product lines as well as greater leverage across the business, resulting in record high levels of Adjusted EBITDA margin, non-GAAP EPS, and operating cash flow."


As previously announced on June 11, 2016, LinkedIn entered into a merger agreement with Microsoft Corporation ("Microsoft") under which Microsoft will acquire LinkedIn for $196.00 per share in an all-cash transaction valued at approximately $26.2 billion, inclusive of LinkedIn's net cash. On August 19, 2016, LinkedIn stockholders voted to approve the merger agreement. LinkedIn continues to expect the transaction to close prior to the end of 2016.


In light of the pending merger, LinkedIn will not be updating its outlook for fiscal 2016 and will not be hosting a conference call for its third quarter 2016 business results.





LINKEDIN CORPORATION
TRENDED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited) 
 
As of
 
September 30,
2015
 
December 31,
2015
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
ASSETS
 
 
 
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
 
 
 
     Cash and cash equivalents
$
631,725

 
$
546,237

 
$
759,451

 
$
719,807

 
$
697,113

     Marketable securities
2,457,607

 
2,573,145

 
2,400,187

 
2,591,709

 
2,667,883

     Accounts receivable
457,975

 
603,060

 
582,726

 
560,440

 
541,325

     Deferred commissions
56,453

 
87,706

 
80,783

 
78,353

 
72,290

     Prepaid expenses
72,752

 
62,992

 
76,414

 
76,478

 
79,104

     Other current assets
136,225

 
61,949

 
68,835

 
78,046

 
45,298

          Total current assets
3,812,737

 
3,935,089

 
3,968,396

 
4,104,833

 
4,103,013

     Property and equipment, net
906,189

 
1,047,005

 
1,139,032

 
1,228,402

 
1,508,480

     Goodwill
1,508,946

 
1,507,093

 
1,597,268

 
1,597,423

 
1,609,492

     Intangible assets, net
418,050

 
373,087

 
334,048

 
295,942

 
262,986

     Other assets
70,788

 
148,925

 
170,623

 
84,840

 
72,441

TOTAL ASSETS
$
6,716,710

 
$
7,011,199

 
$
7,209,367

 
$
7,311,440

 
$
7,556,412

 
 
 
 
 
 
 
 
 
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES:
 
 
 
 
 
 
 
 
 
     Accounts payable
$
123,329

 
$
162,176

 
$
161,523

 
$
147,934

 
$
189,073

     Accrued liabilities
296,794

 
316,792

 
257,371

 
253,778

 
321,507

     Deferred revenue
621,411

 
709,116

 
787,621

 
785,680

 
749,491

          Total current liabilities
1,041,534

 
1,188,084

 
1,206,515

 
1,187,392

 
1,260,071

CONVERTIBLE SENIOR NOTES, NET
1,115,439

 
1,126,534

 
1,138,264

 
1,150,132

 
1,162,141

OTHER LONG-TERM LIABILITIES
241,532

 
201,128

 
225,023

 
228,434

 
231,981

          Total liabilities
2,398,505

 
2,515,746

 
2,569,802

 
2,565,958

 
2,654,193

COMMITMENTS AND CONTINGENCIES
 
 
 
 
 
 
 
 
 
REDEEMABLE NONCONTROLLING INTEREST
26,296

 
26,810

 
27,321

 
27,846

 
28,400

STOCKHOLDERS’ EQUITY:
 
 
 
 
 
 
 
 
 
     Class A and Class B common stock
13

 
13

 
13

 
13

 
14

     Additional paid-in capital
4,405,911

 
4,588,578

 
4,779,628

 
4,989,710

 
5,141,257

 Accumulated other comprehensive income
6,632

 
9,124

 
7,502

 
22,077

 
18,153

     Accumulated deficit
(120,647
)
 
(129,072
)
 
(174,899
)
 
(294,164
)
 
(285,605
)
          Total stockholders’ equity
4,291,909

 
4,468,643

 
4,612,244

 
4,717,636

 
4,873,819

TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS’ EQUITY
$
6,716,710

 
$
7,011,199

 
$
7,209,367

 
$
7,311,440

 
$
7,556,412







LINKEDIN CORPORATION
TRENDED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited) 
 
Three Months Ended
 
September 30,
2015
 
December 31,
2015
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
 
 
 
 
 
 
 
 
 
 
Net revenue
$
779,595

 
$
861,894

 
$
860,650

 
$
932,714

 
$
959,787

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation and amortization shown separately below)
111,368

 
118,998

 
117,528

 
120,526

 
119,772

Sales and marketing
265,454

 
291,768

 
301,786

 
308,466

 
311,222

Product development
202,682

 
217,265

 
237,620

 
235,932

 
246,423

General and administrative
118,871

 
120,161

 
127,650

 
133,940

 
121,391

Depreciation and amortization
117,901

 
129,595

 
142,285

 
139,401

 
137,934

          Total costs and expenses
816,276

 
877,787

 
926,869

 
938,265

 
936,742

Income (loss) from operations
(36,681
)
 
(15,893
)
 
(66,219
)
 
(5,551
)
 
23,045

Other expense, net:
 
 
 
 
 
 
 
 
 
Interest income
2,798

 
3,771

 
4,973

 
5,974

 
6,422

Interest expense
(12,773
)
 
(12,818
)
 
(12,841
)
 
(12,916
)
 
(13,110
)
Other, net
(10,684
)
 
(7,035
)
 
(4,190
)
 
(5,601
)
 
(3,550
)
Other expense, net
(20,659
)
 
(16,082
)
 
(12,058
)
 
(12,543
)
 
(10,238
)
Income (loss) before income taxes
(57,340
)
 
(31,975
)
 
(78,277
)
 
(18,094
)
 
12,807

Provision (benefit) for income taxes
(10,429
)
 
(24,064
)
 
(32,961
)
 
100,646

 
3,694

Net income (loss)
(46,911
)
 
(7,911
)
 
(45,316
)
 
(118,740
)
 
9,113

Accretion of redeemable noncontrolling interest
(512
)
 
(514
)
 
(511
)
 
(525
)
 
(554
)
Net income (loss) attributable to common stockholders
$
(47,423
)
 
$
(8,425
)
 
$
(45,827
)
 
$
(119,265
)
 
$
8,559

Net income (loss) per share attributable to common stockholders:
 
 
 
 
 
 
 
 
 
     Basic
$
(0.36
)
 
$
(0.06
)
 
$
(0.35
)
 
$
(0.89
)
 
$
0.06

     Diluted
$
(0.36
)
 
$
(0.06
)
 
$
(0.35
)
 
$
(0.89
)
 
$
0.06

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
 
 
 
 
 
 
 
 
 
     Basic
130,716

 
131,583

 
132,779

 
134,132

 
135,141

     Diluted
130,716

 
131,583

 
132,779

 
134,132

 
138,200








LINKEDIN CORPORATION
TRENDED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited) 
 
Three Months Ended
 
September 30,
2015
 
December 31,
2015
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
 
 
 
 
 
 
 
 
 
 
OPERATING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net income (loss)
$
(46,911
)
 
$
(7,911
)
 
$
(45,316
)
 
$
(118,740
)
 
$
9,113

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
117,901

 
129,595

 
142,285

 
139,401

 
137,934

Provision for doubtful accounts and sales returns
3,373

 
4,269

 
7,746

 
3,608

 
1,232

Amortization of investment premiums, net
5,362

 
4,457

 
4,160

 
3,647

 
2,909

Amortization of debt discount and transaction costs
11,456

 
11,592

 
11,730

 
10,721

 
13,156

Stock-based compensation
126,874

 
134,800

 
146,104

 
144,943

 
140,967

Excess income tax benefit from stock-based compensation
1,726

 
(13,965
)
 
(1,698
)
 
1,618

 
(157
)
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
 
Accounts receivable
(9,168
)
 
(147,895
)
 
11,932

 
20,321

 
18,211

Deferred commissions
3,094

 
(38,204
)
 
8,844

 
2,927

 
7,330

Prepaid expenses and other assets
(9,568
)
 
(11,865
)
 
(29,495
)
 
(2,113
)
 
22,405

Accounts payable and other liabilities
58,854

 
26,838

 
(45,086
)
 
33,599

 
55,931

Income taxes, net
(15,659
)
 
(3,373
)
 
(34,998
)
 
95,077

 
(222
)
Deferred revenue
(7,739
)
 
88,268

 
75,979

 
(2,586
)
 
(35,532
)
Net cash provided by operating activities
239,595

 
176,606

 
252,187

 
332,423

 
373,277

INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Purchases of property and equipment
(166,653
)
 
(178,010
)
 
(177,480
)
 
(208,479
)
 
(300,617
)
Purchases of investments
(809,448
)
 
(915,977
)
 
(465,424
)
 
(951,735
)
 
(681,436
)
Sales of investments
391,914

 
268,727

 
168,434

 
226,526

 
160,672

Maturities of investments
536,891

 
521,548

 
470,456

 
532,613

 
439,176

Payments for intangible assets and acquisitions, net of cash acquired
(20,030
)
 
(2,975
)
 
(40,430
)
 
(6,654
)
 
(15,782
)
Changes in deposits and restricted cash
10,461

 
(602
)
 
3,025

 
(451
)
 
(182
)
Net cash used in investing activities
(56,865
)
 
(307,289
)
 
(41,419
)
 
(408,180
)
 
(398,169
)
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
 
 
Net cash provided by financing activities
1,255

 
46,456

 
125

 
37,475

 
2,406

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(3,251
)
 
(1,261
)
 
2,321

 
(1,362
)
 
(208
)
CHANGE IN CASH AND CASH EQUIVALENTS
180,734

 
(85,488
)
 
213,214

 
(39,644
)
 
(22,694
)
CASH AND CASH EQUIVALENTS—Beginning of period
450,991

 
631,725

 
546,237

 
759,451

 
719,807

CASH AND CASH EQUIVALENTS—End of period
$
631,725

 
$
546,237

 
$
759,451

 
$
719,807

 
$
697,113






LINKEDIN CORPORATION
TRENDED SUPPLEMENTAL REVENUE INFORMATION
(In thousands)
(Unaudited) 
 
Three Months Ended
 
September 30,
2015
 
December 31,
2015
 
March 31, 2016
 
June 30,
2016
 
September 30,
2016
 
 
 
 
 
 
 
 
 
 
Revenue by product:
 
 
 
 
 
 
 
 
 
     Talent Solutions
 
 
 
 
 
 
 
 
 
          Hiring
$
460,838

 
$
486,746

 
$
502,391

 
$
534,569

 
$
556,009

          Learning & Development
41,273

 
48,593

 
55,256

 
62,105

 
66,684

     Total Talent Solutions
502,111

 
535,339

 
557,647

 
596,674

 
622,693

     Marketing Solutions
139,549

 
182,550

 
154,147

 
181,119

 
175,477

     Premium Subscriptions
137,935

 
144,005

 
148,856

 
154,921

 
161,617

Total
$
779,595

 
$
861,894

 
$
860,650

 
$
932,714

 
$
959,787

 
 
 
 
 
 
 
 
 
 
Revenue by geographic region:
 
 
 
 
 
 
 
 
 
     United States
$
484,300

 
$
527,719

 
$
526,416

 
$
568,157

 
$
588,165

     International
 
 
 
 
 
 
 
 
 
          Other Americas (1)
43,505

 
46,500

 
45,362

 
47,631

 
50,598

          EMEA (2)
187,286

 
217,624

 
217,601

 
239,267

 
235,230

          APAC (3)
64,504

 
70,051

 
71,271

 
77,659

 
85,794

Total International revenue
295,295

 
334,175

 
334,234

 
364,557

 
371,622

 
 
 
 
 
 
 
 
 
 
                         Total revenue
$
779,595

 
$
861,894

 
$
860,650

 
$
932,714

 
$
959,787

 
 
 
 
 
 
 
 
 
 
Revenue by geography, by product:
 
 
 
 
 
 
 
 
 
United States
 
 
 
 
 
 
 
 
 
          Talent Solutions
$
309,935

 
$
328,772

 
$
341,534

 
$
364,948

 
$
380,906

          Marketing Solutions
93,362

 
114,955

 
98,361

 
113,904

 
113,346

          Premium Subscriptions
81,003

 
83,992

 
86,521

 
89,305

 
93,913

Total United States revenue
$
484,300

 
$
527,719

 
$
526,416

 
$
568,157

 
$
588,165

     International
 
 
 
 
 
 
 
 
 
          Talent Solutions
192,176

 
206,567

 
216,113

 
231,726

 
241,787

          Marketing Solutions
46,187

 
67,595

 
55,786

 
67,215

 
62,131

          Premium Subscriptions
56,932

 
60,013

 
62,335

 
65,616

 
67,704

Total International revenue
$
295,295

 
$
334,175

 
$
334,234

 
$
364,557

 
$
371,622

 
 
 
 
 
 
 
 
 
 
                         Total revenue
$
779,595

 
$
861,894

 
$
860,650

 
$
932,714

 
$
959,787

 
 
 
 
 
 
 
 
 
 
Revenue by channel:
 
 
 
 
 
 
 
 
 
     Field sales
$
479,547

 
$
551,279

 
$
535,957

 
$
591,571

 
$
614,478

     Online sales
300,048

 
310,615

 
324,693

 
341,143

 
345,309

          Total
$
779,595

 
$
861,894

 
$
860,650

 
$
932,714

 
$
959,787

______________
 
 
 
 
 
 
 
 
 
(1) Canada, Latin America and South America
(2) Europe, the Middle East and Africa (“EMEA”)
(3) Asia-Pacific (“APAC”)





LINKEDIN CORPORATION
TRENDED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited) 
 
Three Months Ended
 
September 30,
2015
 
December 31,
2015
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
 
 
 
 
 
 
 
 
 
 
Non-GAAP net income and net income per share:
 
 
 
 
 
 
 
 
 
GAAP net income (loss) attributable to common stockholders
$
(47,423
)
 
$
(8,425
)
 
$
(45,827
)
 
$
(119,265
)
 
$
8,559

Add back: stock-based compensation
126,874

 
134,800

 
146,104

 
144,943

 
140,967

Add back: non-cash interest expense related to convertible senior notes
11,456

 
11,592

 
11,730

 
11,868

 
12,009

Add back: amortization of intangible assets
46,466

 
46,989

 
47,323

 
44,433

 
41,233

Add back: accretion of redeemable noncontrolling interest
512

 
514

 
511

 
525

 
554

Add back: fair value adjustment on other derivative
6,900

 
1,900

 
2,300

 
2,200

 
3,100

Add back: merger-related transaction costs (1)

 

 

 
13,502

 
1,951

Income tax effects and adjustments (2)
(41,331
)
 
(61,624
)
 
(62,672
)
 
54,910

 
(45,082
)
NON-GAAP NET INCOME
$
103,454

 
$
125,746

 
$
99,469

 
$
153,116

 
$
163,291

 
 
 
 
 
 
 
 
 
 
  GAAP diluted shares
130,716

 
131,583

 
132,779

 
134,132

 
138,200

Add back: dilutive shares under the treasury stock method
1,825

 
2,020

 
1,259

 
1,405

 

   NON-GAAP DILUTED SHARES
132,541

 
133,603

 
134,038

 
135,537

 
138,200

 
 
 
 
 
 
 
 
 
 
NON-GAAP DILUTED NET INCOME PER SHARE
$
0.78

 
$
0.94

 
$
0.74

 
$
1.13

 
$
1.18

 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
   Net income (loss)
$
(46,911
)
 
$
(7,911
)
 
$
(45,316
)
 
$
(118,740
)
 
$
9,113

   Provision (benefit) for income taxes
(10,429
)
 
(24,064
)
 
(32,961
)
 
100,646

 
3,694

   Other expense, net
20,659

 
16,082

 
12,058

 
12,543

 
10,238

   Depreciation and amortization
117,901

 
129,595

 
142,285

 
139,401

 
137,934

   Stock-based compensation
126,874

 
134,800

 
146,104

 
144,943

 
140,967

   Merger-related transaction costs

 

 

 
13,502

 
1,951

ADJUSTED EBITDA
$
208,094

 
$
248,502

 
$
222,170

 
$
292,295

 
$
303,897

______________
 
 
 
 
 
 
 
 
 
(1) Represents transaction costs associated with our merger agreement with Microsoft entered into on June 11, 2016.
(2) Excludes accretion of redeemable noncontrolling interest.























About LinkedIn 

LinkedIn connects the world’s professionals to make them more productive and successful and transforms the ways companies hire, market, and sell. Our vision is to create economic opportunity for every member of the global workforce through the ongoing development of the world’s first Economic Graph. LinkedIn has offices around the world.

Non-GAAP Financial Measures
To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, the company uses the following non-GAAP financial measures: adjusted EBITDA, non-GAAP net income, and non-GAAP diluted EPS (collectively the “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 US GAAP. The company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The company believes that they 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 company excludes the following items from one or more of its non-GAAP measures:

Stock-based compensation. The company excludes stock-based compensation because it is non-cash in nature and because the company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. The company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements and facilitates comparisons to peer operating results.

Non-cash interest expense related to convertible senior notes. In November 2014, the company issued $1.3 billion aggregate principal amount of 0.50% convertible senior notes. In accordance with GAAP, the company separately accounted for the value of the conversion feature as a debt discount, which is amortized in a manner that reflects the company’s non-convertible debt borrowing rate. Accordingly, the company recognizes imputed interest expense on its convertible senior notes of approximately 4.7% in its statement of operations. The company excludes the difference between the imputed interest expense and coupon interest expense, net of any capitalized interest, because it is non-cash in nature and because the company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. In addition, excluding this item from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peer operating results.

Amortization of acquired intangible assets. The company excludes amortization of acquired intangible assets because it is non-cash in nature and because the company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. In addition, excluding this item from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peer operating results.

Accretion of redeemable noncontrolling interest. The accretion of redeemable noncontrolling interest represents the accretion of the company's redeemable noncontrolling interest to its redemption value. The company excludes the accretion because it is non-cash in nature and because the company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operating performance. In addition, excluding this item from the non-GAAP financial measures facilitates comparisons to historical operating results and comparisons to peer operating results.

Fair value adjustment on other derivative. These adjustments represent the changes in fair value of the cash settlement feature for the preferred shares in the company's joint venture. The company excludes these fair value adjustments because they are non-cash in nature and the company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operating performance. In addition, excluding this item from the non-GAAP financial measures facilitates comparisons to historical operating results and comparisons to peer operating results.





Merger-related transaction costs. These adjustments represent the transaction costs associated with the Company's merger agreement with Microsoft Corporation. The company excludes the merger-related transaction costs as they are non-recurring in nature and because the company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. In addition, excluding this item from the non-GAAP measures facilitates comparisons to historical operating results and comparisons to peer operating results.

Income tax effects and adjustments. The company adjusts non-GAAP net income by considering the income tax effects of excluding stock-based compensation, the amortization of acquired intangible assets and merger-related transaction costs. The company uses a static non-GAAP tax rate for evaluating its operating performance as well as for planning and forecasting purposes. This projected 10-year weighted average non-GAAP tax rate eliminates the effects of non-recurring and period specific items, such as tax charges or benefits that are a result of a change in the valuation allowance, which can vary in size and frequency and does not necessarily reflect the company's long-term operations. Based on the company's current forecast, a tax rate of 23% has been applied to its non-GAAP financial results for the current period. This rate will be adjusted annually, if necessary. The company believes that adjusting for these income tax effects and adjustments provides additional transparency to the overall or “after tax” effects of excluding these items from its non-GAAP net income.

Dilutive shares under the treasury stock method. During periods with a net loss, the company excludes certain potential common shares from its GAAP diluted shares because their effect would have been anti-dilutive. On a non-GAAP basis, these shares would have been dilutive. As a result, the company has included the impact of these shares in the calculation of its non-GAAP diluted net income per share under the treasury stock method.

For more information on the non-GAAP financial measures, please see the “Trended Reconciliation of GAAP to Non-GAAP Financial Measures” table in this press release. This accompanying table has more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

Additionally, the company has not reconciled adjusted EBITDA or non-GAAP EPS guidance to net loss or GAAP EPS guidance because it does not provide guidance for items such as other income (expense), net, or GAAP provision for income taxes, which are reconciling items between net loss and adjusted EBITDA and non-GAAP EPS. As items that impact net loss are out of the company's control and/or cannot be reasonably predicted, the company is unable to provide such guidance. Accordingly, a reconciliation to net loss is not available without unreasonable effort.

Safe Harbor Statement

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release may contain forward-looking statements about our products, including our investments in products, technology and other key strategic areas. The achievement of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, the company’s results could differ materially from the results expressed or implied by the forward-looking statements the company makes.

The risks and uncertainties referred to above include - but are not limited to - risks related to our pending merger with Microsoft Corporation; our core value of putting members first, which may conflict with the short-term interests of the business; engagement of our members; the price volatility of our Class A common stock; general economic conditions; expectations regarding the return on our strategic investments; execution of our plans and strategies, including with respect to mobile products and features and expansion into new areas and businesses; security measures and the risk that they may not be sufficient to secure our member data adequately or that we are subject to attacks that degrade or deny the ability of members to access our solutions; expectations regarding our ability to timely and effectively scale and adapt existing technology and network infrastructure to ensure that our solutions are accessible at all times with short or no perceptible load times; our ability to maintain our rate of revenue growth and manage our expenses and investment plans; our ability to accurately track our key metrics internally; members and customers curtailing or ceasing to use our solutions; privacy, security and data transfer concerns, as well as changes in regulations, which could impact our ability to serve our members or curtail our monetization efforts; litigation and regulatory issues; increasing competition; our ability to manage our growth; our international operations; our ability to recruit and retain our




employees; the application of U.S. and international tax laws on our tax structure and any changes to such tax laws; acquisitions we have made or may make in the future; and the dual class structure of our Class A common stock.

Further information on these and other factors that could affect the company’s financial results is included in filings it makes with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2015, and additional information will also be set forth in our Form 10-Q that will be filed for the quarter ended September 30, 2016, which should be read in conjunction with these financial results. These documents are or will be available on the SEC Filings section of the Investor Relations page of the company's website at http://investors.linkedin.com/. All information provided in this release and in the attachments is as of October 27, 2016, and LinkedIn undertakes no duty to update this information.

Additional Information and Where to Find It

In connection with the transaction with Microsoft described above, on July 22, 2016, LinkedIn filed with the SEC and sent to its stockholders a definitive proxy statement. INVESTORS AND SECURITY HOLDERS OF LINKEDIN ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed with the SEC.
 
LinkedIn and its directors and executive officers are participants in the solicitation of proxies from the LinkedIn’s stockholders with respect to the transaction. Information about LinkedIn’s directors and executive officers and their ownership of LinkedIn’s common stock is set forth in LinkedIn’s annual proxy statement on Schedule 14A filed with the SEC on April 22, 2016, as well as the definitive proxy statement filed on July 22, 2016.

CONTACT

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press@linkedin.com
Investor:
IErequests@linkedin.com