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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
For the fiscal year ended December 31, 2011
OR
For the transition period from to
Commission file number: 001-35362
TRIPADVISOR, INC.
(Exact name of registrant as specified in its charter)
141 Needham Street
Newton, MA 02464
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code:
(617) 670-6300
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the 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. Yes ¨ No x
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). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. x
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 30, 2011, there was no established public market for the registrant’
s common equity. Shares began trading on December 21, 2011
after the completion of the Spin-Off from Expedia, Inc.
Documents Incorporated by Reference
The registrant intends to file a
proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31,
2011. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.
x
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Delaware
80
-
0743202
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Title of each class:
Name of each exchange on which registered:
Common Stock, $0.001 par value
The NASDAQ Stock Market LLC
Large accelerated filer
¨
Accelerated filer
¨
Non
-
accelerated filer
x
(Do not check if a smaller reporting company)
Smaller reporting company
¨
Class
Outstanding Shares at
March 8, 2012
Common Stock, $0.001 par value per share
121,190,064 shares
Class B Common Stock, $0.001 par value per share
12,799,999 shares