UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-35362
TripAdvisor, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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80-0743202 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
141 Needham Street
Newton, MA 02464
(Address of principal executive offices, including zip code)
(617) 670-6300
(Registrant’s telephone number, including area code)
Indicate by check mark whether registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. o Yes þ No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). þ Yes o No
Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the
latest practicable date.
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Outstanding at December 6, 2011 |
| Common Stock, $0.001 par value per share
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1,000 |
TRIPADVISOR, INC.
NOTE TO BALANCE SHEET
Organization—The Spin-Off
On April 7, 2011, Expedia, Inc.
(“Expedia”) announced its plan to spin-off its TripAdvisor Media Group business to Expedia’s stockholders and thereby
separate into two independent public companies in order to better achieve certain strategic objectives of its various
businesses. We refer to this transaction as the “spin-off.”
On
November 1, 2011, the Securities and Exchange Commission (“SEC”) declared effective the Registration Statement on Form S-4,
filed by Expedia and TripAdvisor, Inc. (“TripAdvisor”) and which contained information pertaining to the spin-off and
included a definitive proxy statement for Expedia and prospectus for Expedia and TripAdvisor. On December 6, 2011, at
Expedia’s annual meeting of stockholders, Expedia’s stockholders approved the spin-off transaction. Also on December 6,
2011, the Board of Directors of Expedia approved a Separation Agreement and related agreements to be entered into between
Expedia and TripAdvisor in connection with the spin-off which set forth the terms of and conditions to the spin-off.
In connection with the spin-off,
TripAdvisor was incorporated as a Delaware corporation on July 20, 2011 (“incorporation date”). TripAdvisor currently
does not have any material assets or liabilities, nor does it engage in any business or other activities and, other than
in connection with the spin-off, will not acquire or incur any material assets or liabilities, nor will it separately
engage in any business or other activities, in each case prior to the spin-off. In connection with the spin-off, we expect
Expedia to contribute or transfer all of the subsidiaries and assets relating to Expedia’s TripAdvisor Media Group, to
TripAdvisor and expect that TripAdvisor or one of its subsidiaries will assume all of the liabilities relating to
Expedia’s TripAdvisor Media Group.
The balance sheet of TripAdvisor
as of September 30, 2011 represents the amount of initial capitalization that occurred on September 2, 2011, which would
also be presented as an investing cash inflow in the statement of cash flows. TripAdvisor did not have any other operating
activities during the period from its incorporation date to September 30, 2011, and therefore, a statement of operations,
statement of stockholder’s equity and statement of cash flows has not been included herein.
Part I. Financial Information
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
During
the period from its incorporation date to September 30, 2011,
TripAdvisor did not have any operating activities other than its
initial capitalization. Therefore, a statement of operations, statement
of stockholder’s equity and statement of cash flows have not been included in this Form 10-Q. For
information about the spin-off, see “Note to Balance Sheet, Organization — The Spin-Off.”
Part I. Financial Information
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), our management, including our principal executive officer and principal financial
officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal
executive officer and principal financial officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures were effective.
Changes in internal control over financial reporting.
There were no changes to our
internal control over financial reporting that occurred from
the incorporation date to September 30, 2011 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
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