TripAdvisor 2013 Annual Report Download - page 121

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2013, our management, with the participation of our Chief Executive Officer and
President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures
pursuant to Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended,
or the Exchange Act. Based upon that evaluation, our Chief Executive Officer and President and our Chief
Financial Officer concluded that, as of December 31, 2013, our disclosure controls and procedures were effective
in ensuring that material information required to be disclosed in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities
and Exchange Commission’s, or the SEC’s, rules and forms, including ensuring that such material information is
accumulated and communicated to our management, including our Chief Executive Officer and President and our
Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the quarter ended
December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process
to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in
accordance with accounting principles generally accepted in the United States of America. Under the supervision
and with the participation of the Company’s management, including the Chief Executive Officer and President
and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the criteria for effective control over financial reporting described in Internal
Control—Integrated Framework(1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
The Company’s management evaluated the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2013, excluding an assessment of internal control over financial reporting of
Jetsetter and its subsidiaries, which was acquired on April 9, 2013 and whose consolidated financial statements
represent less than 1 percent of total assets and less than 1 percent of total revenue of the Company’s
consolidated financial statement amounts as of and for the year ended December 31, 2013. Based on this
evaluation, management has concluded that, as of December 31, 2013, our internal control over financial
reporting was effective. Management has reviewed its assessment with the Audit Committee. Ernst & Young
LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over
financial reporting as of December 31, 2013, as stated in their report which is included below.
Limitations on Effectiveness of Controls and Procedures
Management does not expect that our disclosure controls and procedures or our internal control over
financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed
and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its
objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due
to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have
been detected.
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