Stockholders' Equity

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Stockholders' Equity

NOTE 11: STOCKHOLDERS’ EQUITY

Common Stock and Class B Common Stock

Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.001 per share, and 400 million shares of Class B common stock with par value of $0.001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors. Common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share on most matters. Holders of TripAdvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25% percent of the total number of directors, rounded up to the next whole number, which was three directors as of September 30, 2013. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of TripAdvisor the holders of both classes of common stock have equal rights to receive all the assets of TripAdvisor after the rights of the holders of the preferred stock have been satisfied. There were 131,372,883 and 129,289,174 shares of common stock issued and outstanding, respectively, at September 30, 2013 and 12,799,999 shares of Class B common stock issued and outstanding at September 30, 2013.

Preferred Stock

In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. At September 30, 2013, no preferred shares had been issued.

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss is primarily comprised of accumulated foreign currency translation adjustments, as follows (in thousands):

	September 30, 2013			December 31, 2012
Net unrealized loss on securities, net of tax (1)	$	(151	)	$	(104	)
Cumulative foreign currency translation adjustments (2)		(1,157	)		(765	)
Total accumulated other comprehensive loss	$	(1,308	)	$	(869	)

(1) Net of unrealized tax benefits of $0.1 million and $0.1 million at September 30, 2013 and December 31, 2012, respectively.

(2) Our foreign subsidiary earnings are considered indefinitely reinvested; therefore; deferred taxes are not provided on foreign currency translation adjustments.

Treasury Stock

On February 15, 2013, our Board of Directors authorized the repurchase of $250 million of our shares of common stock under a share repurchase program. We intend to use available cash and future cash from operations to fund repurchases under the share repurchase program. The repurchase program has no expiration date but may be suspended or terminated by the Board of Directors at any time. Our Board of Directors will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and any shares repurchased will be in compliance with applicable legal requirements, at prices determined to be attractive and in the best interests of both the Company and its stockholders.

During the nine month period ended September 30, 2013, we repurchased 2,083,709 shares of outstanding common stock under the share repurchase program at an aggregate cost of $142.3 million, of which $4.8 million remains payable at September 30, 2013. As of September 30, 2013, from the authorized share repurchase program granted by the Board of Directors we have remaining $107.7 million to repurchase shares of our common stock.

Dividends

During the period January 1, 2013 through September 30, 2013, our Board of Directors did not declare any dividends on our outstanding common stock and do not expect to pay any cash dividends for the foreseeable future.