NOTE 13: EARNINGS PER SHARE

Basic Earnings Per Share

We compute basic earnings per share by dividing net income attributable to TripAdvisor by the weighted average number of common shares outstanding during the period. For the three and nine months ended September 30, 2013 and 2012, we computed the weighted average number of common shares outstanding during the period using the total of common stock and Class B common stock outstanding as of December 31, 2012 and 2011, respectively, plus the weighted average of any additional shares issued and outstanding less the weighted average of any treasury shares repurchased, during the three and nine months ended September 30, 2013 and 2012, respectively.

Diluted Earnings Per Share

We compute diluted earnings per share by dividing net income attributable to TripAdvisor by the sum of the weighted average number of common and common equivalent shares outstanding during the period. For the three and nine months ended September 30, 2013 and 2012, we computed the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the basic earnings per share calculation as indicated above, (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of common equivalent shares related to stock options and stock warrants and the vesting of restricted stock units using the treasury stock method during the three and nine months ended September 30, 2013 and 2012, respectively, and (iii) if dilutive, performance based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

Under the treasury stock method, the assumed proceeds calculation includes the actual proceeds to be received from the employee upon exercise, the average unrecognized compensation cost during the period and any tax benefits credited upon exercise to additional paid-in-capital. The treasury stock method assumes that a company uses the proceeds from the exercise of an award to repurchase common stock at the average market price for the period. Windfall tax benefits created upon the exercise of an award would be added to assumed proceeds, while shortfalls charged to additional paid-in-capital would be deducted from assumed proceeds. Any shortfalls not covered by the windfall tax pool would be charged to the income statement and would be excluded from the calculation of assumed proceeds, if any.

Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating diluted earnings per share (in thousands, except for per share information):


	Three months ended September 30,				Nine months ended September 30,
	2013		2012		2013		2012
Numerator:
Net income attributable to TripAdvisor	$	55,882	$	59,360	$	185,169	$	160,490
Denominator:
Weighted average shares used to compute Basic EPS		142,690		142,342		143,095		138,458
Weighted average effect of dilutive securities:
Stock options		2,435		1,223		1,925		1,249
RSUs		329		92		238		129
Stock warrants		—		—		—		681


Weighted average shares used to compute Diluted EPS		145,454		143,657		145,258		140,517


Basic EPS	$	0.39	$	0.42	$	1.29	$	1.16
Diluted EPS	$	0.38	$	0.41	$	1.27	$	1.14

The following potential common shares related to stock options and RSUs were excluded from the calculation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013(1)		2012(2)		2013(1)		2012(2)
Stock options		1,360		4,921		2,559		3,584
RSUs		47		—		32		20


Total		1,407		4,921		2,591		3,604

(1)

These totals do not include 155,000 performance based options and 44,000 performance based RSUs representing the right to acquire 199,000 shares of common stock for which all targets required to trigger vesting have not been achieved as of September 30, 2013; therefore, such awards were excluded from the calculation of weighted average shares used to compute diluted earnings per share for those reporting periods.

(2)

These totals do not include performance based options and RSUs representing the right to acquire 110,000 shares and 400,000 shares of common stock for which all targets required to trigger vesting had not been achieved as of September 30, 2012; therefore, such awards were excluded from the calculation of weighted average shares used to compute diluted earnings per share for those reporting periods.

The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.