TripAdvisor 2013 Annual Report Download - page 122

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
TripAdvisor, Inc.
We have audited TripAdvisor, Inc.’s internal control over financial reporting as of December 31, 2013
based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (1992 framework) (the COSO criteria). TripAdvisor, Inc.’s
management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion
on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial
Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial
reporting did not include the internal controls of JetSetter and its subsidiaries which is included in the 2013
consolidated financial statements of TripAdvisor, Inc. and constituted less than 1 percent of total assets and less
than 1 percent of total revenues for the year then ended. Our audit of internal control over financial reporting of
TripAdvisor, Inc. also did not include an evaluation of the internal control over financial reporting of JetSetter
and its subsidiaries.
In our opinion, TripAdvisor, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2013, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of TripAdvisor, Inc. as of December 31, 2013 and 2012, and the
related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for
each of the three years in the period ended December 31, 2013 of TripAdvisor, Inc. and our report dated
February 11, 2014 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 11, 2014
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