LinkedIn 2012 Annual Report Download - page 102

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, our management conducted an evaluation, under
the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and procedures, as such term is
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the Exchange Act). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures were effective as of the end of the period covered by this report in ensuring that
information required to be disclosed was recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information
required to be disclosed by us in such reports is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision
and with the participation of our Chief Executive Officer and Chief Financial Officer, our management
conducted an evaluation of the effectiveness of our internal control over financial reporting based upon
the framework in ‘‘Internal Control—Integrated Framework’’ issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that evaluation, management concluded that our
internal control over financial reporting was effective as of December 31, 2012.
Deloitte & Touche, an independent 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,
2012.
Changes in Internal Control over Financial Reporting
During the fourth quarter of fiscal 2012, there were no changes in the internal control over financial
reporting that materially affected, or are reasonably likely to materially affect, LinkedIn’s internal control
over financial reporting.
Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting
It should be noted that any system of controls, however well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the
design of any control system is based in part upon certain assumptions about the likelihood of future
events.
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