LINKEDIN CORP (LNKD) IPO

We estimate that the net proceeds to us from the sale of the shares of our 
Class A common stock offered by us will be approximately $198.2 million, based 
on the initial public offering price of $45.00 per share, and after deducting 
underwriting discounts and commissions and estimated offering expenses payable 
by us. If the underwriters’ over-allotment option to purchase additional shares
in this offering is exercised in full, we estimate that our net proceeds will 
be approximately $247.5 million, after deducting underwriting discounts and 
commissions and estimated offering expenses payable by us. We will not receive 
any proceeds from the sale of Class A common stock by the selling stockholders.

The principal purposes of this offering are to increase our capitalization and 
financial flexibility, increase our visibility in the marketplace and create a 
public market for our Class A common stock. As of the date of this prospectus, 
we cannot specify with certainty all of the particular uses for the net 
proceeds to us of this offering. However, we currently intend to use the net 
proceeds to us from this offering primarily for general corporate purposes, 
including working capital, sales and marketing activities, general and 
administrative matters and capital expenditures. We may also use a portion of 
the net proceeds for the acquisition of, or investment in, technologies, 
solutions or businesses that complement our business, although we have no 
present commitments or agreements to enter into any acquisitions or 
investments. Based on our current cash and cash equivalents balance together 
with cash generated from operations, we do not expect that we will have to 
utilize any of the net proceeds to us of this offering to fund our operations 
during the next 12 months. We will have broad discretion over the uses of the 
net proceeds in this offering. Pending these uses, we intend to invest the net 
proceeds from this offering in short-term, investment-grade interest-bearing 
securities such as money market funds, certificates of deposit, commercial 
paper and guaranteed obligations of the U.S. government.

We face significant competition in all aspects of our business. Specifically, 
we compete for members, enterprises and professional organizations; the bases 
upon which we compete differ among these areas as 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 could develop competing solutions or 
      partner with third parties to offer such products. We face competition 
      from a number of smaller companies in international markets, such as Xing
      in Germany and Viadeo in France, that provide online professional 
      networking solutions, as well as Internet companies in the customer 
      relationship management market, such as Salesforce.com (Chatter and 
      Jigsaw). Because membership on our website is available at no cost, we 
      don’t compete for members on the basis of price. Instead, we compete 
      primarily on the basis of the value and relevance of the products for 
      professionals, ease of use and availability of our website and our 
      products and solutions, and the total number of professional members and 
      relevant data available. 
 
   •  Enterprises and Professional Organizations—Recruiting. With respect to 
      our hiring solutions, we compete with established online recruiting 
      companies such as Monster+HotJobs and CareerBuilder, talent management 
      companies, such as Taleo, and traditional recruiting firms. In this area,
      we compete primarily on the basis of the efficiency and usefulness of our
      solutions for enterprises and professional organizations, which are 
      influenced by the number and engagement of our members. 
 
   •  Enterprises and Professional Organizations—Advertising and Marketing. 
      With respect to our marketing solutions, we compete with online and 
      offline outlets that generate revenue from advertisers and marketers. In 
      this area, we compete to attract and retain advertisers by giving them 
      access to the most relevant and targeted audiences for their products or 
      services. 

Other companies that provide content for professionals could develop more 
compelling offerings that compete with our premium subscriptions and adversely 
impact our ability to sell and renew subscriptions to our members. 
Additionally, companies that currently focus primarily on social networking 
could expand into professional networking or users of social networks could 
choose to use, or increase the use of, those networks for professional 
networking. 

We believe that we have competitive strengths that position us favorably in our
markets. However, our industry is evolving rapidly and is becoming increasingly
competitive. Larger and more established companies may focus on professional 
networking and could directly compete with us. Smaller companies could also 
launch new products and services that we do not offer and that could gain 
market acceptance quickly.