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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2012	Oct. 30, 2012
Entity Registrant Name	TripAdvisor, Inc.
Entity Central Index Key	0001526520
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Common stock
Entity Common Stock, Shares Outstanding		129,543,981
Class B common stock
Entity Common Stock, Shares Outstanding		12,799,999

Consolidated and Combined Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2012

Sep. 30, 2011

Sep. 30, 2012

Sep. 30, 2011

Consolidated and Combined Statements of Operations [Abstract]

Revenue

$ 155,835

$ 120,384

$ 429,370

$ 325,705

Related-party revenue from Expedia

56,875

60,417

164,203

173,560

Total revenue

212,710

180,801

593,573

499,265

Costs and expenses:

Cost of revenue (exclusive of amortization) (1)

^[1]

2,876

3,227

8,536

8,193

Selling and marketing(2)

^[2]

67,647

60,349

199,279

157,229

Technology and content(2)

^[2]

23,535

14,748

62,950

41,216

General and administrative(2)

^[2]

20,056

9,194

54,562

25,332

1,980

5,940

Depreciation

5,037

4,630

14,033

13,246

Amortization of intangible assets

1,310

2,394

4,909

5,643

Spin-off costs

2,211

3,265

Total costs and expenses

120,461

98,733

344,269

260,064

Operating income

92,249

82,068

249,304

239,201

Other income (expense):

Interest (expense) income, net

(2,806)

212

(8,143)

527

Other, net

1,367

(2,802)

(2,476)

(1,380)

Total other expense, net

(1,439)

(2,590)

(10,619)

(853)

Income before income taxes

90,810

79,478

238,685

238,348

Provision for income taxes

(31,275)

(25,185)

(77,814)

(82,574)

Net income

59,535

54,293

160,871

155,774

Net (income) loss attributable to noncontrolling interest

(175)

(381)

(118)

Net income attributable to TripAdvisor, Inc.

$ 59,360

$ 54,314

$ 160,490

$ 155,656

Earnings Per Share attributable to TripAdvisor, Inc.:

Basic

$ 0.42

$ 0.41

$ 1.16

$ 1.17

Diluted

$ 0.41

$ 1.14

$ 1.17

Weighted Average Common Shares Outstanding:

Basic

142,342

133,461

138,458

133,461

Diluted

143,657

133,461

140,517

133,461

(1) Excludes amortization as follows:

Amortization of acquired technology included in amortization of intangibles

$ 183

$ 71

$ 547

$ 396

Amortization of website development costs included in depreciation

3,231

3,197

8,923

8,920

Excluded Amortization

3,414

3,268

9,470

9,316

(2) Includes stock-based compensation as follows:

Selling and marketing

1,184

568

3,185

1,962

Technology and content

3,187

750

7,125

2,277

General and administrative

$ 4,092

$ 719

$ 9,613

$ 2,240

[1]	Excludes amortization as follows:
[2]	Includes stock-based compensation as follows:

Consolidated and Combined Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidated and Combined Statements of Comprehensive Income [Abstract]
Net income	$ 59,535	$ 54,293	$ 160,871	$ 155,774
Other comprehensive income (loss):
Foreign currency translation adjustments	1,724	(1,203)	1,955	(545)
Comprehensive income	61,259	53,090	162,826	155,229
Less: Comprehensive (income) loss attributable to noncontrolling interests	(175)	21	(381)	(118)
Comprehensive income attributable to TripAdvisor, Inc.	$ 61,084	$ 53,111	$ 162,445	$ 155,111

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the economic entity, including both controlling (parent) and noncontrolling interests. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, including any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 45
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-URI http://asc.fasb.org/extlink&oid=7656940&loc=SL4569616-111683

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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 5
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 548,372	$ 183,532
Accounts receivable, net of allowance of $2,482 and $5,370 at September 30, 2012 and December 31, 2011, respectively	103,080	67,936
Receivable from Expedia, net	32,549	14,081
Deferred income taxes, net	6,648	6,494
Prepaid expenses and other current assets	8,934	6,279
Total current assets	699,583	278,322
Long-term assets:
Property and equipment, net	41,133	34,754
Other long-term assets	10,483	11,888
Intangible assets, net	39,399	44,030
Goodwill	468,685	466,892
Total long-term assets	559,700	557,564
TOTAL ASSETS	1,259,283	835,886
Current liabilities:
Accounts payable	20,421	12,097
Deferred revenue	30,014	19,395
Credit facility borrowings	29,483	26,734
Borrowings, current	35,000	20,000
Taxes payable	14,945	17,229
Accrued expenses and other current liabilities	47,662	31,075
Total current liabilities	177,525	126,530
Long-term liabilities:
Deferred income taxes, net	13,399	16,004
Other long-term liabilities	15,070	15,952
Borrowings, net of current portion	350,000	380,000
Total long-term liabilities	378,469	411,956
Total Liabilities	555,994	538,486
Redeemable noncontrolling interest (See Note 12)	14,645	3,863
Commitments and Contingencies (See Note 5)
Stockholders' equity:
Preferred stock $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0
Additional paid-in capital	526,397	293,744
Retained earnings	162,859	2,369
Accumulated other comprehensive loss	(755)	(2,710)
Total stockholders' equity	688,644	293,537
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,259,283	835,886
Common stock
Stockholders' equity:
Common Stock	130	121
Total stockholders' equity	130	121
Class B common stock
Stockholders' equity:
Common Stock	13	13
Total stockholders' equity	$ 13	$ 13

Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Allowance for doubtful receivable	$ 2,482	$ 5,370
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	129,560,833	129,560,833
Common stock, shares outstanding	120,661,808	120,661,808
Class B common stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	12,799,999	12,799,999
Common stock, shares outstanding	12,799,999	12,799,999

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2012 - USD ($) $ in Thousands	Total	Common stock	Class B common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive (loss) income
Beginning balance at Dec. 31, 2011	$ 293,537	$ 121	$ 13	$ 293,744	$ 2,369	$ (2,710)
Beginning balance, shares at Dec. 31, 2011		120,661,808	12,799,999
Net income attributable to TripAdvisor, Inc.	160,490				160,490
Currency translation adjustments	1,955					1,955
Tax benefits on equity awards	2,393			2,393
Issuance of common stock related to exercise of options and warrants and vesting of RSU's	226,251	$ 9		226,242
Issuance of common stock related to exercise of options and warrants and vesting of RSU's, shares		8,899,025
Minimum withholding tax on vesting of RSU's	(3,689)			(3,689)
Adjustment to the fair value of redeemable noncontrolling interest	(7,951)			(7,951)
Reclassification of non-employee equity awards to liability	(1,174)			(1,174)
Stock-based compensation expense	16,888			16,888
Other	(56)			(56)
Ending balance at Sep. 30, 2012	$ 688,644	$ 130	$ 13	$ 526,397	$ 162,859	$ (755)
Ending balance, shares at Sep. 30, 2012		129,560,833	12,799,999

Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Operating activities:
Net income	$ 160,871	$ 155,774
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment, including internal-use software and website development	14,033	13,246
Stock-based compensation	19,923	6,479
Amortization of intangible assets	4,909	5,643
Amortization of deferred financing costs	683
Deferred tax benefit	413	(174)
Excess tax benefits from stock-based compensation	(2,189)	(1,651)
Provision for doubtful accounts	(1,584)	601
Foreign exchange (gain) loss on cash and cash equivalents, net	1,779	(16)
Other	21	215
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(32,461)	(21,480)
Related parties	(25,500)
Prepaid expenses and other current assets	(1,885)	(1,774)
Accounts payable	8,877	18,214
Taxes payable	(4,534)	6,608
Accrued expenses and other current liabilities	14,190	2,935
Deferred revenue	10,383	7,101
Net cash provided by operating activities	167,929	191,721
Investing activities:
Acquisitions, net of cash acquired		(7,894)
Capital expenditures, including internal-use software and website development	(20,587)	(16,029)
Distribution proceeds from Expedia related to Spin-Off	7,028
Transfers to Expedia, net		(104,013)
Maturity of short-term investment		20,356
Net cash used in investing activities	(13,559)	(107,580)
Financing activities:
Acquisitions funded by Expedia		5,135
Proceeds from credit facilities	12,798	4,321
Payments on credit facilities	(10,000)
Principal payments on long-term debt	(15,000)
Proceeds from exercise of stock options and warrants	226,251
Payment of minimum withholding taxes on RSU vesting	(3,689)
Excess tax benefits from stock-based compensation	2,189	1,651
Net cash provided by financing activities	212,549	11,107
Effect of exchange rate changes on cash and cash equivalents	(2,079)	(1)
Net increase in cash and cash equivalents	364,840	95,247
Cash and cash equivalents at beginning of year	183,532	93,133
Cash and cash equivalents at end of period	$ 548,372	$ 188,380

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2012

Organization and Basis of Presentation [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

We refer to TripAdvisor, Inc. and our wholly-owned subsidiaries as “TripAdvisor,” “us,” “we” and “our” in these notes to the consolidated and combined financial statements.

Description of Business

TripAdvisor is an online travel company, empowering users to plan and have the perfect trip. TripAdvisor’s travel research platform aggregates reviews and opinions of members about destinations, accommodations (hotels, bed and breakfasts, specialty lodging and vacation rentals), restaurants and activities throughout the world through our flagship TripAdvisor brand. TripAdvisor-branded websites include tripadvisor.com in the United States and localized versions of the website in 29 other countries, including in China under the brand daodao.com. Beyond travel-related content, TripAdvisor websites also include links to the websites of our travel advertisers allowing travelers to directly book their travel arrangements. In addition to the flagship TripAdvisor brand, we manage and operate websites under 19 other travel brands, connected by the common goal of providing comprehensive travel planning resources across the travel sector. We derive substantially all of our revenue from advertising, primarily through click-based advertising and display-based advertising sales. In addition, we earn revenue through a combination of subscription-based offerings, transaction revenue from our flash sale website, SniqueAway, and from our recently-launched hotel booking site, Tingo, and other revenue including content licensing.

Spin-Off from Expedia

On April 7, 2011, Expedia, Inc. (“Expedia”) announced its plan to separate into two independent public companies in order to better achieve certain strategic objectives of its various businesses. We refer to this transaction as the “Spin-Off.”

On December 20, 2011, following the close of trading on the NASDAQ Global Select Market (“NASDAQ”), the Spin-Off was completed, and TripAdvisor began trading as independent public company on December 21, 2011. Expedia effected the Spin-Off by means of a reclassification of its capital stock that resulted in the holders of Expedia capital stock immediately prior to the time of effectiveness of the reclassification having the right to receive a proportionate amount of TripAdvisor capital stock. A one-for-two reverse stock split of outstanding Expedia capital stock occurred immediately prior to the Spin-Off, with cash paid in lieu of fractional shares.

In connection with the Spin-Off, Expedia contributed or transferred all of the subsidiaries and assets relating to Expedia’s TripAdvisor Media Group, which were comprised of the TripAdvisor Holdings, LLC combined financial statements, to TripAdvisor and TripAdvisor or one of its subsidiaries assumed all of the liabilities relating to Expedia’s TripAdvisor Media Group. TripAdvisor now trades on the NASDAQ under the symbol “TRIP”.

On December 20, 2011, TripAdvisor Holdings, LLC, distributed approximately $406 million in cash to Expedia in the form of a dividend, prior to completion of the Spin-Off. This distribution was funded through borrowings under a new credit agreement, dated as of December 20, 2011, among TripAdvisor, TripAdvisor Holdings, LLC, TripAdvisor LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent. Such credit agreement together with all exhibits, schedules, annexes, certificates, assignments and related documents contemplated thereby is referred to herein as the “Credit Agreement.” The Credit Agreement provided for a five-year term loan (the “Term Loan”) to TripAdvisor Holdings, LLC in a principal amount of $400 million, repayable in quarterly installments equal to 1.25% of the original principal amount in year 2012 and 2.5% of the original principal amount in each year thereafter, with the balance payable on the final maturity date. The Credit Agreement also provides for a revolving credit facility (the “Revolving Credit Facility”) with a maximum borrowing capacity of $200 million. All outstanding principal and interest under the Term Loan and the Revolving Credit Facility will be due and payable, and the Revolving Credit Facility will terminate, on December 20, 2016.

Basis of Presentation

The accompanying unaudited consolidated and combined financial statements have been prepared by us in accordance with generally accepted accounting principles, or GAAP, for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under generally accepted accounting principles for complete periods have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included. All such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated and combined financial statements for the year ended December 31, 2011 filed with the Securities and Exchange Commission (“SEC”) in our Annual Report on Form 10-K on March 15, 2012. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

The financial statements and related financial information pertaining to the period preceding the Spin-Off have been presented on a combined basis and reflect the results of TripAdvisor that were ultimately transferred to us as part of the Spin-Off. The financial statements and related financial information pertaining to the period subsequent to the Spin-Off have been presented on a consolidated basis. Prior to the Spin-Off, certain functions, including accounting, legal, tax, corporate development, treasury, employee benefits, financial reporting and real estate management, were historically managed by the corporate division of Expedia on behalf of its subsidiaries. The assets, liabilities and expenses related to the support of these centralized corporate functions have been allocated to us on a specific identification basis to the extent possible. Otherwise, allocations related to these services, in the form of a related-party services fee, were primarily based upon an estimate of the proportion of corporate amounts applicable to us. These allocations were determined on a basis that Expedia and we considered to be a reasonable reflection of the cost of services provided or the benefit received by us. These expenses were allocated based on a number of factors including headcount, estimated time spent and operating expenses. In the opinion of management, the assumptions and allocations have been made on a reasonable basis. Management believes that amounts allocated to TripAdvisor reflect a reasonable representation of the types of costs that would have been incurred if we had performed these functions as a stand-alone company. However, as estimation is inherent within the aforementioned allocation process, these combined financial statements do not include all of the actual amounts that would have been incurred had we been a stand-alone entity during the periods presented and also do not necessarily reflect our future financial position, results of operations and cash flows.

Consolidation

Our consolidated and combined financial statements include the accounts of TripAdvisor, our wholly owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We record noncontrolling interest in our consolidated and combined financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Noncontrolling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities. Significant intercompany transactions between the TripAdvisor consolidated entities and accounts have been eliminated.

Certain of our subsidiaries that operate in China, have variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in Internet content provision businesses. Although we do not own the capital stock of some of our Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activities of these affiliates. Our variable interest entities are not material for all periods presented.

Accounting Estimates

We use estimates and assumptions in the preparation of our consolidated and combined financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated and combined financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated and combined financial statements include revenue recognition; recoverability of long-lived assets, intangible assets and goodwill; income taxes; useful lives of property and equipment; purchase accounting and stock-based compensation.

Reclassifications

We have reclassified certain amounts related to our prior period results to conform to our current period presentation, specifically depreciation expense on the consolidated and combined statements of operations and our redeemable noncontrolling interest on the consolidated balance sheets.

During the fourth quarter of 2011, our management changed our non-GAAP financial measure that we use to measure our operating performance from Operating Income Before Amortization, or OIBA, to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization, or Adjusted EBITDA. Consequently we have reclassified all of our depreciation expense, which previously had resided in technology and content expense and general and administrative expense, and have presented it as a separate line item on the consolidated and combined statement of operations. This reclassification had no net effect on either total operating expenses or total operating income. The table below provides a summary of that reclassification for the periods presented.


	Three months ended September 30, 2011			Nine months ended September 30, 2011
	(In thousands)
Depreciation	$	4,630		$	13,246
Technology and content		(3,658	)		(10,627	)
General and administrative		(972	)		(2,619	)

	$	—		$	—

Seasonality

Expenditures by travel advertisers tend to be seasonal. Traditionally, our strongest quarter has been the third quarter, which is a key travel research period, with the weakest quarter being the fourth quarter. However, adverse economic conditions or continued growth of our international operations with differing holiday peaks may influence the typical trend of our seasonality in the future.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Publisher AICPA
-Name Statement of Position (SOP)
-Number 94-6
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 2-6
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 46R
-Paragraph 4, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS140-4/FIN46(R)-8
-Paragraph 8, C1, C7
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Accounting Policy Updates

In the third quarter of 2012, we updated our accounting policy for Cash Equivalents and Marketable Securities which incorporates changes to our investment management policy as to how we may invest our cash on a prospective basis. In addition, during the third quarter of 2012, we established a policy for accounting for derivative financial instruments as we initiated using derivative financial instruments to manage our foreign currency exchange rate risk. Neither of these policy changes impacted consolidated and combined financial statements or related disclosures for any prior period.

Cash Equivalents and Marketable Securities

Our cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. Our marketable debt and equity securities have been classified and accounted for as available-for-sale. We determine the appropriate classification of our investments at the time of purchase and reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment policy generally limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments.

We will classify our marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable debt securities with maturities of 12 months or less will be classified as short-term and marketable debt securities with maturities greater than 12 months will generally be classified as long-term. We classify our marketable equity securities, limited to money market funds and mutual funds, as either short-term or long-term based on the nature of each security and its availability for use in current operations. Our marketable debt and equity securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Fair values are determined for each individual security in the investment portfolio.

The cost of securities sold is based upon the specific identification method. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and liquidity and duration management. The weighted average maturity of our total invested cash shall not exceed 12 months, and no security shall have a final maturity date greater than three years.

When evaluating an investment for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s cost basis.

Fair Value Measurements

We measure assets and liabilities at fair value based on the expected exit price, which is the amount that would be received on the sale of an asset or amount paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Derivative Financial Instruments

Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. We account for our derivative instruments as either assets or liabilities and carry them at fair value.

For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (“AOCI”) in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in income. For derivative instruments that hedge the exposure to changes in the fair value of an asset or a liability and that are designated as fair value hedges, both the net gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings in the current period. The net gain or loss on the effective portion of a derivative instrument that is designated as an economic hedge of the foreign currency translation exposure of the net investment in a foreign operation is reported in the same manner as a foreign currency translation adjustment. For forward exchange contracts designated as net investment hedges, we exclude changes in fair value relating to changes in the forward carry component from its definition of effectiveness. Accordingly, any gains or losses related to this component are recognized in current income. We have not entered into any cash flow, fair value or net investment hedges to date as of September 30, 2012.

Derivatives that do not qualify as hedges must be adjusted to fair value through current income. In certain circumstances, we enter into foreign currency forward exchange contracts (“forward contracts”) to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Our derivative instruments or forward contracts that were entered into and are not designated as hedges as of September 30, 2012 are disclosed below in Note 3, Financial Instruments. Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Other (income) expense (“Other, net”) on our unaudited consolidated and combined statement of operations. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not expected to be significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year.

Recently Adopted Accounting Pronouncements

Testing Goodwill for Impairment

In September 2011, the FASB issued ASU 2011-08. ASU 2011-08 was issued to amend FASB Accounting Standards Codification (“ASC”) (Topic 350): Intangibles—Goodwill and Other. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to first make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. If entities determine, on the basis of qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the two-step impairment test would be required. Otherwise, further testing would not be needed. The amendments in this update are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, and we adopted ASU 2011-08 on October 1, 2011 for the fiscal year 2011 goodwill impairment test. The adoption of ASU 2011-08 did not have a material impact on our consolidated and combined financial statements.

Presentation of Other Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation on Comprehensive Income (“ASU 2011-05”). Under ASU 2011-05, there will no longer be the option to present items of other comprehensive income in the statement of stockholders’ equity. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011 on a retrospective basis, with early adoption permitted. Accordingly, we have adopted the presentation requirements of ASU 2011-05 on December 31, 2011. The adoption of ASU 2011-05 did not have a material impact on our consolidated and combined financial statements.

New Accounting Pronouncements Not Yet Adopted

Testing Indefinite-lived Intangibles for Impairment

In July 2012, the FASB issued ASU 2012-02, which amends ASC Topic 350, “Intangibles—Goodwill and Other.” The guidance amends the impairment test for indefinite lived intangible assets other than goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that an indefinite lived intangible asset is impaired and whether it is necessary to perform the impairment test of comparing the carrying amount with the recoverable amount of the indefinite lived intangible asset. This guidance is effective for interim and annual periods beginning after September 15, 2012, however, we have decided to early adopt and make it effective for our 2012 impairment review, which will take place in the fourth quarter. We do not anticipate that the adoption of this guidance will have a material impact on our consolidated and combined financial statements.

Disclosure about Offsetting Assets and Liabilities

In December 2011, the FASB issued ASU 2011-11, which amends ASC Subtopic 210-20, “Offsetting.” The guidance requires enhanced disclosures with improved information about financial instruments and derivative instruments that are either (i) offset in accordance with current guidance or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current guidance. This guidance is effective for interim and annual periods beginning after January 1, 2013. The guidance is limited to the form and content of disclosures, and we do not anticipate that the adoption of this guidance will have an impact on our consolidated and combined financial statements.

For additional information about our critical accounting policies and estimates, refer to “Note 2— Significant Accounting Policies,” included in our Annual Report on Form 10-K filed on March 15, 2012 for the year ended December 31, 2011.

Financial Instruments

9 Months Ended

Sep. 30, 2012

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

NOTE 3: FINANCIAL INSTRUMENTS

Cash and Cash Equivalents

The following tables show our cash and available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents as of September 30, 2012 and December 31, 2011 (in thousands):


	September 30, 2012
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents
Cash	$	279,225	$	—	$	—	$	279,225	$	279,225
Level 1:
Money market funds		269,147		—		—		269,147		269,147

Total	$	548,372	$	—	$	—	$	548,372	$	548,372


	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents
Cash	$	114,532	$	—	$	—	$	114,532	$	114,532
Level 1:
Money market funds		69,000		—		—		69,000		69,000

Total	$	183,532	$	—	$	—	$	183,532	$	183,532

We have classified our cash equivalents within Level 1 as we have valued our cash equivalents using quoted market prices. There were no sales of our cash equivalents for the three and nine months ended September 30, 2012 and 2011, respectively.

Derivative Financial Instruments

In the normal course of business, we are exposed to the impact of foreign currency fluctuations, which we mitigate through the use of derivative instruments. Accordingly, we have entered into forward contracts to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. We do not use derivatives for trading or speculative purposes. In accordance with current accounting guidance on derivative instruments and hedging activities, we record all our derivative instruments as either an asset or liability measured at their fair value.

Our current forward contracts are not designated as hedges. Consequently, any gain or loss resulting from the change in fair value is recognized in the current period earnings. These gains or losses are offset by the exposure related to receivables and payables with our foreign subsidiaries. We recorded a loss in other income (expense) (“Other, net”), of $0.3 million for the three and nine months ended September 30, 2012. No derivative instruments were entered into or settled during the three and nine months ended September 30, 2011 and no derivative instruments were settled during the three and nine months ended September 30, 2012.

The following table shows the fair value and notional principal amounts of our outstanding or unsettled derivative instruments that are not designated as hedging instruments:


		September 30, 2012
	Balance Sheet Caption	Fair Value of Derivative (2)				U.S. Dollar Notional
($ in thousands)	Balance Sheet Caption	Asset		Liability
Foreign exchange- forward contracts (current)	Accrued and other current liabilities (1)	$	—	$	$305	$	(18,330	)

(1)	These derivative contracts mitigate changes in the value of remeasured foreign currency denominated monetary assets and liabilities attributable to changes in foreign currency exchange rates. Our current derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. Dollar.

(2)	The fair value of our derivative liability is measured using Level 2 fair value inputs.

No derivative instruments were entered into during the year ended December 31, 2011.

Concentration of Credit Risk

Counterparties to currency exchange derivatives consist of major international financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated.

Other Financial Instruments

Other financial instruments not measured at fair value on a recurring basis include trade receivables, related party receivables, trade payables, short-term debt, accrued and other current liabilities and long-term debt. With the exception of long-term debt, the carrying amount approximates fair value because of the short maturity of these instruments as reported on the unaudited consolidated and combined balance sheet as of September 30, 2012 and December 31, 2011. The carrying value of the long-term borrowings outstanding on our Credit Agreement bear interest at a variable rate and therefore is also considered to approximate fair value.

One of our acquisitions made during 2008 includes noncontrolling interests with certain rights whereby we may acquire, and the minority shareholders may sell to us, the additional shares of the subsidiary, at fair value or at adjusted fair values at our discretion, beginning in the fourth quarter of 2012. Fair value determination has been based on various internal valuation techniques, including market comparables and discounted cash flow projections and is considered a Level 3 liability at September 30, 2012. The total liability balance at September 30, 2012 and December 31, 2011 was $14.6 million and $3.9 million respectively, and is included in redeemable noncontrolling interests in the mezzanine section of the consolidated balance sheets. Refer to Note 12, Redeemable Noncontrolling Interests for additional information.

We did not have any Level 2 or Level 3 assets for the periods ended September 30, 2012 or December 31, 2011.

Debt

9 Months Ended

Sep. 30, 2012

Debt [Abstract]

DEBT

NOTE 4: DEBT

Term Loan Facility Due 2016 and Revolving Credit Facility

Overview

On December 20, 2011, in connection with the Spin-Off, we entered into the Credit Agreement, which provides $600 million of borrowing including:

•

the Term Loan Facility, or Term Loan, in an aggregate principal amount of $400 million with a term of five years due December 2016; and

•

the Revolving Credit Facility in an aggregate principal amount of $200 million available in U.S. dollars, Euros and British pound sterling with a term of five years expiring December 2016.

The Term Loan and any loans under the Revolving Credit Facility bear interest by reference to a base rate or a Eurocurrency rate, in either case plus an applicable margin based on our leverage ratio. We are also required to pay a quarterly commitment fee, on the average daily unused portion of the Revolving Credit Facility for each fiscal quarter and fees in connection with the issuance of letters of credit. The Term Loan and loans under the Revolving Credit Facility currently bear interest at LIBOR plus 175 basis points, or the Eurocurrency Spread, or the alternate base rate (“ABR”) plus 75 basis points, and undrawn amounts are currently subject to a commitment fee of 30 basis points.

As of September 30, 2012 we are using a one-month interest period Eurocurrency Spread which is approximately 2.0% per annum. Interest is currently payable on a monthly basis while we are borrowing under the one-month interest rate period. The current interest rates are based on current assumptions, leverage and LIBOR rates and do not take into account that rates will reset periodically.

The Term Loan principal will be repayable in quarterly installments on the last day of each calendar quarter equal to 1.25%, with $15 million paid during the nine months ended September 30, 2012. The payments for the year ending December 31, 2012 will be equal to 1.25% of the original principal amount and will be equal to 2.5% of the original principal amount in each year thereafter, with the balance due on the final maturity date.

The Revolving Credit Facility includes $40 million of borrowing capacity available for letters of credit and $40 million for borrowings on same-day notice. Immediately following the Spin-Off, $10 million was drawn down under the Revolving Credit Facility, which was repaid during the three months ended March 31, 2012. As of September 30, 2012 there are no outstanding borrowings under our Revolving Credit Facility.

During the three and nine months ended September 30, 2012, we recorded total interest and commitment fees on our Credit Agreement of $2.1 million and $6.5 million, respectively, to interest expense on our consolidated statement of operations. All unpaid interest and commitment fee amounts as of September 30, 2012 were not material.

Total outstanding borrowings under the Credit Agreement consist of the following (in thousands):


	September 30, 2012
Short-Term Debt:
Revolving Credit Facility	$	—
Term Loan		35,000

Total Short-Term Borrowings	$	35,000

Long-Term Debt:
Term Loan	$	350,000

Total Long-Term Borrowings	$	350,000

The remaining future minimum principal payment obligations due under the Credit Agreement related to our Term Loan is as follows as of September 30, 2012 (in thousands):


	Payment Amount
2012	$	5,000
2013	$	40,000
2014	$	40,000
2015	$	40,000
2016	$	260,000

Total	$	385,000

Guarantees

All obligations under the Credit Agreement are unconditionally guaranteed by us and each of our existing and subsequently acquired or organized direct or indirect wholly-owned domestic and foreign restricted subsidiaries, subject to certain exceptions for subsidiaries that are controlled foreign corporations, foreign subsidiaries in jurisdictions where applicable law would otherwise be violated, and non-material subsidiaries.

Covenants

The Credit Agreement contains a number of covenants that, among other things, restrict our ability to: incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions or repurchase our capital stock, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The Credit Agreement also requires us to maintain a maximum leverage ratio and a minimum cash interest coverage ratio, and contain certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under Credit Agreement and all actions permitted to be taken by a secured creditor.

As of September 30, 2012 we believe we are in compliance with all of our debt covenants.

The full text of the Credit Agreement is incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K filed on March 15, 2012 for the year ending December 31, 2011.

Chinese Credit Facilities

In addition to our borrowings under the Credit Agreement, we maintain our Chinese Credit Facilities. As of September 30, 2012 and December 31, 2011, we had $29.5 million and $16.7 million of short term borrowings outstanding, respectively.

Certain of our Chinese subsidiaries entered into a RMB 138,600,000 (approximately $22 million), one-year revolving credit facility with Bank of America (the “Chinese Credit Facility—BOA”) that has a current termination date of December 2012. During the third quarter of 2012 this credit line was increased to RMB 189,000,000 (approximately $30 million). We currently have $21.6 million of outstanding borrowings from this credit facility as of September 30, 2012. Our Chinese Credit Facility—BOA currently bears interest based at 100% of the People’s Bank of China’s base rate and was 5.6% as of September 30, 2012.

In addition, during April 2012, certain of our Chinese subsidiaries entered into a RMB 125,000,000 (approximately $20 million) one-year revolving credit facility with J.P. Morgan Chase Bank (“Chinese Credit Facility-JPM”). We currently have $7.9 million of outstanding borrowings from this credit facility as of September 30, 2012. Our Chinese Credit Facility—JPM currently bears interest based at 100% of the People’s Bank of China’s base rate and was 5.6% as of September 30, 2012.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 5: COMMITMENTS AND CONTINGENCIES

There have been no material changes to our commitments and contingencies since December 31, 2011. (Refer to “Note 10— Commitments and Contingencies,” in the Notes to our Consolidated and Combined Financial Statements in Item 8 of our Annual Report on Form 10-K filed on March 15, 2012 for the year ended December 31, 2011.)

In the ordinary course of business, we and our subsidiaries are parties to legal proceedings and claims involving alleged infringement of third-party intellectual property rights, defamation, and other claims. Rules of the SEC require the description of material pending legal proceedings, other than ordinary, routine litigation incident to the registrant’s business, and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of management, none of the pending litigation matters that the Company and its subsidiaries are defending involves or is likely to involve amounts of that magnitude. There may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Stock Based Awards and Other Equity Instruments

9 Months Ended

Sep. 30, 2012

Stock Based Awards and Other Equity Instruments [Abstract]

STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

NOTE 6: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-based compensation expense relates primarily to expense for restricted stock units (“RSUs”) and stock options. Our outstanding RSUs and stock options generally vest over five years and four years, respectively.

For the three and nine months ended September 30, 2012, we recognized total stock-based compensation expense of $8.5 million and $19.9 million, respectively. The total income tax benefit related to stock-based compensation expense was $3.2 million and $7.2 million for the three and nine months ended September 30, 2012, respectively. For the three and nine months ended September 30, 2011, we recognized total stock-based compensation expense of $2.0 million and $6.5 million, respectively. The total income tax benefit related to stock-based compensation expense was $0.8 million and $2.6 million for the three and nine months ended September 30, 2011, respectively.

Stock Based Awards and Other Equity Instruments Assumed at Spin-Off

Prior to the Spin-Off, we participated in the Amended and Restated Expedia, Inc. 2005 Stock and Annual Incentive Plan, under which we, through Expedia, granted RSUs, stock options, and other stock-based awards to our directors, officers, employees and consultants. Following the Spin-Off, these existing Expedia stock-based awards were primarily converted as follows:

•

Each vested stock option to purchase shares of Expedia common stock converted into an option to purchase shares of Expedia common stock and an option to purchase shares of TripAdvisor common stock;

•

Each unvested stock option to purchase shares of Expedia common stock converted into a stock option to purchase shares of common stock of the applicable company for which the employee was employed following the Spin-Off; and

•

All RSUs converted into RSUs of the applicable company for which the employee was employed following the Spin-Off.

In addition, upon Spin-Off, we entered into a warrant agreement (the “Warrant Agreement”) with Mellon Investor Services LLC and issued warrants exercisable for TripAdvisor common stock in respect of previously outstanding warrants exercisable for Expedia common stock that were adjusted on account of Expedia’s reverse stock split and the Spin-Off. The warrants, which totaled 32,186,792 at Spin-Off, were subsequently converted into 7,952,456 shares of our common stock during the six months ended June 30, 2012, prior to their expiration date of May 7, 2012. Refer to our discussion below in this Note 6— 2012 Stock Warrant Activity for a discussion of warrant activity during the nine months ended September 30, 2012.

One tranche of warrants (issued in respect of Expedia warrants that had featured an exercise price of $12.23 per warrant prior to adjustment) were exercisable for 0.25 (one-quarter) of a share of TripAdvisor common stock at an exercise price equal to $6.48 per warrant, and the other tranche of warrants (issued in respect of Expedia warrants that had featured an exercise price of $14.45 per warrant prior to adjustment) were exercisable for 0.25 (one-quarter) of a share of TripAdvisor common stock at an exercise price equal to $7.66 per warrant. The exercise price could have been paid in cash or via “cashless exercise” as set forth in the Warrant Agreement. In total, at Spin-Off, the warrants could be converted into a maximum of 8,046,698 shares of our common stock without any further adjustments to the Warrant Agreement.

Below is a summary of our stock-based awards and warrants issued upon completion of the conversion of existing Expedia stock-based awards and warrants into TripAdvisor stock-based awards and warrants on December 20, 2011 and the related weighted-average grant date exercise price for options and warrants and the weighted-average grant date fair value for RSUs:

Options and Stock Warrants:


	Potential Shares of Common Stock (in thousands)		Weighted Average Grant Date Exercise Price
Options		6,575	$	23.65
Warrants—$6.48 TripAdvisor Warrants		6,047	$	25.92
Warrants—$7.66 TripAdvisor Warrants		2,000	$	30.64

RSUs:


	Potential Shares of Common Stock (in thousands)		Weighted Average Grant Date Fair Value
RSUs		893	$	21.09

TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan (“2011 Incentive Plan”)

On December 20, 2011, the 2011 Incentive Plan became effective. A summary of certain important features of the 2011 Incentive Plan can be found in “Note 7— Stock Based Awards and Other Equity Instruments,” in the Notes to our Consolidated and Combined Financial Statements in Item 8 of our Annual Report on Form 10-K filed on March 15, 2012 for the year ended December 31, 2011. The summary of the material terms of the 2011 Incentive Plan is qualified in its entirety by the full text of the 2011 Incentive Plan which is incorporated by reference in our Annual Report on Form 10-K as Exhibit 4.3.

2012 Stock Option Activity

The exercise price for all stock options granted by us to date has been equal to the market price of the underlying shares of common stock at the date of grant. In this regard, when making stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Stock options granted during the first nine months of 2012 have a term of ten years from the date of grant and generally vest over a four-year service period.

During the nine months ended September 30, 2012, we have issued 3,470,975 of primarily service based stock options under the 2011 Incentive Plan with a weighted average grant-date fair value per option of $20.55. We will amortize the fair value, net of estimated forfeitures, as stock-based compensation expense over the vesting term of generally four years on a straight-line basis. We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods.

A summary of the status and activity for stock option awards relating to our common stock for the nine months ended September 30, 2012, is presented below:


	Options Outstanding		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)				(In years)		(In thousands)
Options outstanding at January 1, 2012		6,575	$	23.65
Granted		3,471		40.18
Exercised		738		15.95			$	13,784
Cancelled		337		27.52

Options outstanding at September 30, 2012		8,971	$	30.52		5.7	$	51,680

Exercisable as of September 30, 2012		3,511	$	25.14		3.2	$	32,788

Vested and expected to vest after September 30, 2012		7,834	$	29.60		5.7	$	49,561

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on NASDAQ as of September 28, 2012 was $32.93.

The estimated fair value of the options granted under the 2011 Incentive Plan was calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to value stock-based awards, which includes the risk-free rate of return, volatility, expected term and expected dividend yield.

Our risk-free interest rate is based on the rates currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term assumption. We estimated the volatility of our common stock by using an average of historical stock price volatility of publicly traded companies that we consider peers based on daily price observations over a period equivalent or approximate to the expected term of the stock option grants. The decision to use a weighted average volatility factor of a peer group was based upon the relatively short period of availability of data on our common stock. We estimated our expected term using the simplified method for all stock options as we do not have sufficient historical exercise data on our common stock. Our expected dividend yield is zero, as we have not paid and do not anticipate paying dividends on our common stock in the foreseeable future.

The fair value of stock option grants under the 2011 Incentive Plan has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions:


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Risk free interest rate		0.90	%		1.03	%
Expected term (in years)		6.25			6.22
Volatility		54.78	%		53.54	%
Expected dividend yield		0	%		0	%

2012 RSU Activity

During the nine months ended September 30, 2012, we issued 59,951 RSUs under the 2011 Incentive Plan for which the fair value was measured based on the quoted price of our common stock at the date of grant of $33.27. We will amortize the fair value, net of estimated forfeitures, as stock-based compensation expense over the vesting term of two years on a straight-line basis.

The following table presents a summary of RSU activity on our common stock:


	RSUs Outstanding		Weighted Average Grant- Date Fair Value Per Share
	(In thousands)
Unvested RSUs outstanding as of January 1, 2012		926	$	21.32
Granted		60		33.27
Vested and released (1)		319		15.32
Cancelled		16		27.28

Unvested RSUs outstanding as of September 30, 2012 (2)		651	$	24.42

(1)	Inclusive of 112,110 RSUs withheld to satisfy minimum tax withholding requirements.

(2)	Included in RSUs outstanding at September 30, 2012 are 400,000 RSUs awarded to one of our non-employee Directors, for which vesting is tied to achievement of performance targets and a requisite service period.

2012 Stock Warrant Activity

During the nine months ended September 30, 2012, there were a total of 32,186,791 warrants exercised which resulted in a total of 7,952,456 shares of our common stock being issued during that period, which included 31,641,337 warrants for which the exercise price was paid in cash at a weighted average price of $27.11. We received total exercise proceeds of $214.5 million related to these warrant exercises. In addition there were 545,454 cashless warrants exercised with a weighted average exercise price of $25.92 of which we did not receive any exercise proceeds. As of September 30, 2012, we had no outstanding warrants available which could be convertible to shares of our common stock.

A summary of the unrecognized compensation expense, net of estimated forfeitures and the weighted average period remaining at September 30, 2012 related to our non-vested stock options and RSU awards is presented below (in thousands, except per year information):


	Stock Options		RSUs
Unrecognized compensation expense (net of forfeitures)	$	63,063	$	4,942
Weighted average period remaining (in years)		3.2		1.6

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

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-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Position (SOP)
-Number 93-6
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+ Details

Income Taxes

9 Months Ended

Sep. 30, 2012

Income Taxes [Abstract]

INCOME TAXES

NOTE 7: INCOME TAXES

Each interim period is considered an integral part of the annual period and, accordingly, we measure our tax expense using an estimated annual effective tax rate. An enterprise is required, at the end of each interim reporting period, to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, as adjusted for discrete taxable events that occur during the interim period.

Our effective tax rate for the three and nine months ended September 30, 2012 was 34.4% and 32.6%, respectively. Our effective tax rate for the three and nine months ended September 30, 2011 was 31.7% and 34.6%, respectively. For the three and nine months ended September 30, 2012, the effective tax rate is less than the federal statutory rate primarily due to earnings in jurisdictions outside the United States, where our effective tax rate is lower, which was partially offset by state income taxes, non-deductible stock compensation and accruals on uncertain tax positions. The change in the effective tax rate for 2012 compared to the 2011 rate was primarily due to an increase in earnings in jurisdictions outside the United States and increases in uncertain tax positions.

Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of September 30, 2012, accrued interest is $0.4 million, net of federal benefit, and no penalties have been accrued. We do not anticipate any material releases in the next twelve months.

We are subject to taxation in the United States and various States and foreign jurisdictions. As of September 30, 2012, the Company’s tax years for 2009, 2010 and 2011 are subject to examination by the tax authorities. The Company is currently under an IRS audit for 2009 and 2010, and has various ongoing state income tax audits. As of September 30, 2012 no material assessments have resulted from these audits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

+ Details

Stockholders' Equity

9 Months Ended

Sep. 30, 2012

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 8: 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 is currently three directors. 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.

As discussed in our Annual Report on Form 10-K filed March 15, 2012 (“Note 1— Organization and Basis of Presentation”), in connection with the Spin-Off a one-for-two reverse stock split of outstanding Expedia capital stock occurred immediately prior to the Spin-Off, which resulted in 120,661,020 shares of Common Stock and 12,799,999 shares of Class B common stock outstanding immediately following the Spin-Off.

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, 2012, no preferred shares had been issued.

Share Repurchases

During the period January 1, 2012 through September 30, 2012, our Board of Directors did not authorize any share buyback program and we have not repurchased any shares of outstanding common stock.

Dividends

During the period January 1, 2012 through September 30, 2012, our Board of Directors did not declare any dividends on our outstanding common stock.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the nine months ended September 30, 2012 and the year ended December 31, 2011 is comprised of accumulated foreign currency translation adjustments.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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+ Details

Segment Information

9 Months Ended

Sep. 30, 2012

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 9: SEGMENT INFORMATION

We have one reportable segment: TripAdvisor. We determined our segment based on how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance. Our primary operating metric for evaluating segment performance is Adjusted EBITDA. Adjusted EBITDA is defined as operating income plus: (1) depreciation of property and equipment, including internal use software and website development; (2) amortization of intangible assets; (3) stock-based compensation; and (4) non-recurring expenses incurred to effect the Spin-Off during the year ended December 31, 2011. Such amounts are detailed in our segment reconciliation below. In addition, please see our discussion of Adjusted EBITDA in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

The following table is a reconciliation of Adjusted EBITDA to operating income and net income for the periods presented (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA	$	107,059		$	93,340		$	288,169		$	267,834
Depreciation (1)		(5,037	)		(4,630	)		(14,033	)		(13,246	)

OIBA (2)		102,022			88,710			274,136			254,588
Amortization of intangible assets		(1,310	)		(2,394	)		(4,909	)		(5,643	)
Stock-based compensation		(8,463	)		(2,037	)		(19,923	)		(6,479	)
Spin-off costs		—			(2,211	)		—			(3,265	)

Operating income		92,249			82,068			249,304			239,201
Interest (expense) income, net		(2,806	)		212			(8,143	)		527
Other, net		1,367			(2,802	)		(2,476	)		(1,380	)
Provision for income taxes		(31,275	)		(25,185	)		(77,814	)		(82,574	)

Income before income taxes		59,535			54,293			160,871			155,774
Net (income) loss attributable to noncontrolling interest		(175	)		21			(381	)		(118	)

Net income attributable to TripAdvisor, Inc.	$	59,360		$	54,314		$	160,490		$	155,656

(1)	Includes internal use software and website development.

(2)

Our primary operating metric prior to the Spin-Off for evaluating operating performance was OIBA, as reported on our Registration Statement. OIBA is defined as operating income plus: (1) amortization of intangible assets and any related impairment; (2) stock-based compensation expense; and (3) non-recurring expenses incurred to effect the Spin-Off during the year ended December 31, 2011. This operating metric is no longer being used by our management to measure operating performance and is only being shown above to illustrate the financial impact as we converted to a new operating metric post Spin-Off.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Earnings Per Share

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 10: EARNINGS PER SHARE

As discussed in our Annual Report on Form 10-K filed March 15, 2012 (“Note 1— Organization and Basis of Presentation”) in connection with the Spin-Off a one-for-two reverse stock split of outstanding Expedia capital stock occurred immediately prior to the Spin-Off, which resulted in 120,661,020 shares of common stock and 12,799,999 shares of Class B common stock outstanding immediately following the Spin-Off.

Basic Earnings Per Share

For the three and nine months ended September 30, 2012, we computed basic earnings per share using the number of shares of common stock and Class B common stock outstanding as of December 31, 2011 plus the weighted average of any additional shares issued and outstanding during the three and nine months ended September 30, 2012.

For the three and nine months ended September 30, 2011, we computed basic earnings per share using the number of shares of common stock and Class B common stock outstanding immediately following the Spin-Off, as if such shares were outstanding for the entire period.

Diluted Earnings Per Share

For the three and nine months ended September 30, 2012, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock outstanding at December 31, 2011, (ii) the weighted average of any additional shares issued and outstanding for the three and nine months ended September 30, 2012, and (iii) 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, 2012, and (iv) 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.

For the three and nine months ended September 30, 2011, we computed diluted earnings per share using (i) the number of shares of common stock and Class B common stock outstanding immediately following the Spin-Off, as no TripAdvisor equity awards were outstanding prior to the Spin-Off.

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,
	2012		2011		2012		2011
Numerator:
Net income attributable to TripAdvisor	$	59,360	$	54,314	$	160,490	$	155,656
Denominator:
Weighted average shares used to compute Basic EPS		142,342		133,461		138,458		133,461
Weighted average effect of dilutive securities:
Stock options		1,223		—		1,249		—
RSUs		92		—		129		—
Stock warrants		—		—		681		—

Weighted average shares used to compute Diluted EPS		143,657		133,461		140,517		133,461

Basic EPS	$	0.42	$	0.41	$	1.16	$	1.17
Diluted EPS	$	0.41	$	0.41	$	1.14	$	1.17

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,
	2012		2011		2012		2011
Stock options (1)		4,921		—		3,584		—
RSUs (1)		—		—		20		—

Total		4,921		—		3,604		—

(1)

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, respectively, for which all targets required to trigger vesting have not been achieved during the three and nine months ended 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.

Related Party Transactions

9 Months Ended

Sep. 30, 2012

RELATED PARTY TRANSACTIONS

NOTE 11: RELATED PARTY TRANSACTIONS

Expedia

Following the Spin-Off, TripAdvisor and Expedia are related parties since they are under common control. Revenue we derived from related party transactions with Expedia was $56.9 million and $164.2 million for the three and nine months ended September 30, 2012 and was $60.4 million and $173.6 million for the three and nine months ended September 30, 2011, respectively, which primarily consisted of click-based advertising and other advertising services provided to Expedia and its subsidiaries and is recorded at contract value, which we believe is a reasonable reflection of the value of the services provided. This related-party revenue represented 26.7% and 27.7% of our total revenue for the three and nine months ended September 30, 2012 and for the three and nine months ended September 30, 2011, related-party revenue represented 33.4% and 34.8% of our total revenue, respectively.

Our operating expenses for the three and nine months ended September 30, 2011 included a related-party shared services fee of $2.0 million and $5.9 million, which was comprised of allocations from Expedia for accounting, legal, tax, corporate development, treasury, financial reporting, real estate management and included an allocation of employee compensation within these functions. This related-party shared service fee ended in connection with the Spin-Off. These allocations were determined on a basis that Expedia and we considered to be a reasonable reflection of the cost of services provided or the benefit received by us. These expenses were allocated based on a number of factors including headcount, estimated time spent and operating expenses. It was not practicable to determine the amounts of these expenses that would have been incurred had we operated as an unaffiliated entity. In the opinion of our management, the allocation method was reasonable.

Other related-party operating expenses which were included within Selling and Marketing expense were $1.7 million and $5.2 million for the three and nine months ended September 30, 2012, respectively, which primarily consisted of marketing expense for exit windows. For the three and nine months ended September 30, 2011, other related-party operating expenses which were included within Selling and Marketing expense were approximately $1.3 million and $3.3 million.

Our net related party receivable with Expedia and its subsidiaries reflected in our consolidated balance sheets as of September 30, 2012 and December 31, 2011 were $32.5 million and $14.1 million, respectively. We received $7.0 million from Expedia during the first fiscal quarter of 2012, which was owed to us as a result of the subsequent reconciliation process allowed in the Separation Agreement related to the approximate $406 million distribution paid to Expedia immediately prior to the Spin-Off. This balance was included in our related party receivable balance at December 31, 2011.

For purposes of governing certain of the ongoing relationships between us and Expedia at and after the Spin-Off, and to provide for an orderly transition, we and Expedia entered into various agreements, including, among others, the Separation Agreement, the Tax Sharing Agreement, the Employee Matters agreement, the Transition Services Agreement, and commercial agreements. The various commercial agreements, including click-based advertising agreements, content sharing agreements and display-based and other advertising agreements, have terms of one to three years.

The full texts of the Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Transition Services Agreement and the Master Advertising Agreement (CPC) are incorporated by reference into our Annual Report on Form 10-K filed on March 15, 2012 for the year ended December 31, 2011 as Exhibits 2.1, 10.2, 10.3, 10.4 and 10.6 (10.6 filed in redacted form pursuant to confidential treatment request), respectively.

Liberty Interactive Corporation and Barry Diller

Mr. Diller, our Chairman of the Board of Directors and Senior Executive, through shares he owns beneficially as well as those subject to an irrevocable proxy granted by Liberty Interactive Corporation, or Liberty, controls approximately 57.1% of the combined voting power of the outstanding TripAdvisor capital stock as of September 30, 2012. As such, Mr. Diller effectively controls the outcome of all matters submitted to a vote or for the consent of our stockholders (other than with respect to the election by the holders of common stock of 25% of the members of our Board of Directors and matters as to which Delaware law requires a separate class vote). Upon Mr. Diller’s permanent departure from TripAdvisor, the irrevocable proxy would terminate and depending on the capitalization of TripAdvisor at such time, Liberty could effectively control the voting power of our capital stock. On May 3, 2012, Liberty Interactive Corporation, or Liberty, sold 8,450,000 shares of our common stock pursuant to Rule 144 under the Securities Act of 1933, as amended at an average per share price of $40.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Redeemable Noncontrolling Interest

9 Months Ended

Sep. 30, 2012

Redeemable Noncontrolling Interest [Abstract]

REDEEMABLE NONCONTROLLING INTEREST

NOTE 12: REDEEMABLE NONCONTROLLING INTEREST

Redeemable noncontrolling interests are measured at fair value, both at the date of acquisition and subsequently at each reporting period. The redeemable noncontrolling interests are reported on the our consolidated balance sheet in the mezzanine section in “redeemable noncontrolling interests.”

One of our acquisitions made during 2008 includes noncontrolling interests with certain rights whereby we may acquire, and the minority shareholders may sell to us, the additional shares of the subsidiary, at fair value or at adjusted fair values at our discretion, beginning in the fourth quarter of 2012. Fair value determination has been based on various internal valuation techniques, including industry market comparables and a discounted cash flow valuation model. Certain assumptions are used in determining fair value, including revenue growth rates and discount rates. Changes in these assumptions would impact the fair value. In addition, under certain circumstances the parties may be required to submit to arbitration in order to determine the final fair value of the noncontrolling interests. Changes in the fair value of the shares for which the minority shareholders may sell to us have been recorded to the redeemable noncontrolling interest with charges or credits to additional paid in capital. The final determination of fair value and ultimate payment to the noncontrolling interests are expected to be made during the fourth quarter of 2012.

In addition, we have incurred stock based compensation for the three and nine months ending September 30, 2012, of $2.0 million and $2.5 million, respectively related to stock option and RSU issuances which are convertible for common shares of our noncontrolling interest. All stock option and RSU grants issued by our noncontrolling interest were issued with an exercise price at fair value, calculated as described above, and generally vest over a four-year service period, with accelerated vesting upon a liquidation event. In accordance with current accounting guidance on stock based compensation, we have classified these awards as liability awards and therefore mark the liability to market at each report date with stock based compensation expense recognized ratably over the vesting period.

A reconciliation of redeemable noncontrolling interests for the nine months ended September 30, 2012 and twelve months ended December 31, 2011, respectively, is as follows (in thousands):


	Nine months ended September 30, 2012		Twelve months ended December 31, 2011
Balance, beginning of period (1)	$	3,863	$	2,637
Net income attributable to noncontrolling interests		381		114
Fair value adjustments		7,951		571
Stock based compensation		2,450		541

Balance, end of period	$	14,645	$	3,863

(1)	Balance reclassified as of September 30, 2012 from accrued expenses and other current liabilities to redeemable noncontrolling interests on the consolidated balance sheet.

- Definition

The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.

+ References + Details

Organization and Basis of Presentation (Policies)	9 Months Ended
Organization and Basis of Presentation (Policies)	Sep. 30, 2012
Organization and Basis of Presentation [Abstract]
Description of Business	*Description of Business* TripAdvisor is an online travel company, empowering users to plan and have the perfect trip. TripAdvisor’s travel research platform aggregates reviews and opinions of members about destinations, accommodations (hotels, bed and breakfasts, specialty lodging and vacation rentals), restaurants and activities throughout the world through our flagship TripAdvisor brand. TripAdvisor-branded websites include tripadvisor.com in the United States and localized versions of the website in 29 other countries, including in China under the brand daodao.com. Beyond travel-related content, TripAdvisor websites also include links to the websites of our travel advertisers allowing travelers to directly book their travel arrangements. In addition to the flagship TripAdvisor brand, we manage and operate websites under 19 other travel brands, connected by the common goal of providing comprehensive travel planning resources across the travel sector. We derive substantially all of our revenue from advertising, primarily through click-based advertising and display-based advertising sales. In addition, we earn revenue through a combination of subscription-based offerings, transaction revenue from our flash sale website, SniqueAway, and from our recently-launched hotel booking site, Tingo, and other revenue including content licensing.
Spin-Off from Expedia	*Spin-Off from Expedia* On April 7, 2011, Expedia, Inc. (“Expedia”) announced its plan to separate into two independent public companies in order to better achieve certain strategic objectives of its various businesses. We refer to this transaction as the “Spin-Off.” On December 20, 2011, following the close of trading on the NASDAQ Global Select Market (“NASDAQ”), the Spin-Off was completed, and TripAdvisor began trading as independent public company on December 21, 2011. Expedia effected the Spin-Off by means of a reclassification of its capital stock that resulted in the holders of Expedia capital stock immediately prior to the time of effectiveness of the reclassification having the right to receive a proportionate amount of TripAdvisor capital stock. A one-for-two reverse stock split of outstanding Expedia capital stock occurred immediately prior to the Spin-Off, with cash paid in lieu of fractional shares. In connection with the Spin-Off, Expedia contributed or transferred all of the subsidiaries and assets relating to Expedia’s TripAdvisor Media Group, which were comprised of the TripAdvisor Holdings, LLC combined financial statements, to TripAdvisor and TripAdvisor or one of its subsidiaries assumed all of the liabilities relating to Expedia’s TripAdvisor Media Group. TripAdvisor now trades on the NASDAQ under the symbol “TRIP”. On December 20, 2011, TripAdvisor Holdings, LLC, distributed approximately $406 million in cash to Expedia in the form of a dividend, prior to completion of the Spin-Off. This distribution was funded through borrowings under a new credit agreement, dated as of December 20, 2011, among TripAdvisor, TripAdvisor Holdings, LLC, TripAdvisor LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent. Such credit agreement together with all exhibits, schedules, annexes, certificates, assignments and related documents contemplated thereby is referred to herein as the “Credit Agreement.” The Credit Agreement provided for a five-year term loan (the “Term Loan”) to TripAdvisor Holdings, LLC in a principal amount of $400 million, repayable in quarterly installments equal to 1.25% of the original principal amount in year 2012 and 2.5% of the original principal amount in each year thereafter, with the balance payable on the final maturity date. The Credit Agreement also provides for a revolving credit facility (the “Revolving Credit Facility”) with a maximum borrowing capacity of $200 million. All outstanding principal and interest under the Term Loan and the Revolving Credit Facility will be due and payable, and the Revolving Credit Facility will terminate, on December 20, 2016.
Basis of Presentation	*Basis of Presentation* The accompanying unaudited consolidated and combined financial statements have been prepared by us in accordance with generally accepted accounting principles, or GAAP, for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under generally accepted accounting principles for complete periods have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included. All such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated and combined financial statements for the year ended December 31, 2011 filed with the Securities and Exchange Commission (“SEC”) in our Annual Report on Form 10-K on March 15, 2012. The results for interim periods are not necessarily indicative of the results to be expected for the full year. The financial statements and related financial information pertaining to the period preceding the Spin-Off have been presented on a combined basis and reflect the results of TripAdvisor that were ultimately transferred to us as part of the Spin-Off. The financial statements and related financial information pertaining to the period subsequent to the Spin-Off have been presented on a consolidated basis. Prior to the Spin-Off, certain functions, including accounting, legal, tax, corporate development, treasury, employee benefits, financial reporting and real estate management, were historically managed by the corporate division of Expedia on behalf of its subsidiaries. The assets, liabilities and expenses related to the support of these centralized corporate functions have been allocated to us on a specific identification basis to the extent possible. Otherwise, allocations related to these services, in the form of a related-party services fee, were primarily based upon an estimate of the proportion of corporate amounts applicable to us. These allocations were determined on a basis that Expedia and we considered to be a reasonable reflection of the cost of services provided or the benefit received by us. These expenses were allocated based on a number of factors including headcount, estimated time spent and operating expenses. In the opinion of management, the assumptions and allocations have been made on a reasonable basis. Management believes that amounts allocated to TripAdvisor reflect a reasonable representation of the types of costs that would have been incurred if we had performed these functions as a stand-alone company. However, as estimation is inherent within the aforementioned allocation process, these combined financial statements do not include all of the actual amounts that would have been incurred had we been a stand-alone entity during the periods presented and also do not necessarily reflect our future financial position, results of operations and cash flows.
Consolidation	*Consolidation* Our consolidated and combined financial statements include the accounts of TripAdvisor, our wholly owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. We record our investments in entities that we do not control, but over which we have the ability to exercise significant influence, using the equity method. We record noncontrolling interest in our consolidated and combined financial statements to recognize the minority ownership interest in our consolidated subsidiaries. Noncontrolling interest in the earnings and losses of consolidated subsidiaries represent the share of net income or loss allocated to members or partners in our consolidated entities. Significant intercompany transactions between the TripAdvisor consolidated entities and accounts have been eliminated. Certain of our subsidiaries that operate in China, have variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in Internet content provision businesses. Although we do not own the capital stock of some of our Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activities of these affiliates. Our variable interest entities are not material for all periods presented.
Accounting Estimates	*Accounting Estimates* We use estimates and assumptions in the preparation of our consolidated and combined financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated and combined financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated and combined financial statements include revenue recognition; recoverability of long-lived assets, intangible assets and goodwill; income taxes; useful lives of property and equipment; purchase accounting and stock-based compensation.
Reclassifications	*Reclassifications* We have reclassified certain amounts related to our prior period results to conform to our current period presentation, specifically depreciation expense on the consolidated and combined statements of operations and our redeemable noncontrolling interest on the consolidated balance sheets. During the fourth quarter of 2011, our management changed our non-GAAP financial measure that we use to measure our operating performance from Operating Income Before Amortization, or OIBA, to Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization, or Adjusted EBITDA. Consequently we have reclassified all of our depreciation expense, which previously had resided in technology and content expense and general and administrative expense, and have presented it as a separate line item on the consolidated and combined statement of operations. This reclassification had no net effect on either total operating expenses or total operating income.
Seasonality	*Seasonality* Expenditures by travel advertisers tend to be seasonal. Traditionally, our strongest quarter has been the third quarter, which is a key travel research period, with the weakest quarter being the fourth quarter. However, adverse economic conditions or continued growth of our international operations with differing holiday peaks may influence the typical trend of our seasonality in the future.
Cash and Cash Equivalents	*Cash Equivalents and Marketable Securities* Our cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. Our marketable debt and equity securities have been classified and accounted for as available-for-sale. We determine the appropriate classification of our investments at the time of purchase and reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment policy generally limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. We will classify our marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable debt securities with maturities of 12 months or less will be classified as short-term and marketable debt securities with maturities greater than 12 months will generally be classified as long-term. We classify our marketable equity securities, limited to money market funds and mutual funds, as either short-term or long-term based on the nature of each security and its availability for use in current operations. Our marketable debt and equity securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Fair values are determined for each individual security in the investment portfolio. The cost of securities sold is based upon the specific identification method. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and liquidity and duration management. The weighted average maturity of our total invested cash shall not exceed 12 months, and no security shall have a final maturity date greater than three years. When evaluating an investment for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s cost basis.
Fair Value Measurements	*Fair Value Measurements* We measure assets and liabilities at fair value based on the expected exit price, which is the amount that would be received on the sale of an asset or amount paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
Derivative Financial Instruments	*Derivative Financial Instruments* Our goal in managing our foreign exchange risk is to reduce, to the extent practicable, our potential exposure to the changes that exchange rates might have on our earnings, cash flows and financial position. We account for our derivative instruments as either assets or liabilities and carry them at fair value. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (“AOCI”) in shareholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in income. For derivative instruments that hedge the exposure to changes in the fair value of an asset or a liability and that are designated as fair value hedges, both the net gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized in earnings in the current period. The net gain or loss on the effective portion of a derivative instrument that is designated as an economic hedge of the foreign currency translation exposure of the net investment in a foreign operation is reported in the same manner as a foreign currency translation adjustment. For forward exchange contracts designated as net investment hedges, we exclude changes in fair value relating to changes in the forward carry component from its definition of effectiveness. Accordingly, any gains or losses related to this component are recognized in current income. We have not entered into any cash flow, fair value or net investment hedges to date as of September 30, 2012. Derivatives that do not qualify as hedges must be adjusted to fair value through current income. In certain circumstances, we enter into foreign currency forward exchange contracts (“forward contracts”) to reduce the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Our derivative instruments or forward contracts that were entered into and are not designated as hedges as of September 30, 2012 are disclosed below in Note 3, Financial Instruments. Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in Other (income) expense (“Other, net”) on our unaudited consolidated and combined statement of operations. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not expected to be significant due to the short-term nature of the contracts, which typically have average maturities at inception of less than one year.
Recently Adopted Accounting Pronouncements	*Recently Adopted Accounting Pronouncements* *Testing Goodwill for Impairment* In September 2011, the FASB issued ASU 2011-08. ASU 2011-08 was issued to amend FASB Accounting Standards Codification (“ASC”) (Topic 350): Intangibles—Goodwill and Other. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to first make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. If entities determine, on the basis of qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the two-step impairment test would be required. Otherwise, further testing would not be needed. The amendments in this update are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, and we adopted ASU 2011-08 on October 1, 2011 for the fiscal year 2011 goodwill impairment test. The adoption of ASU 2011-08 did not have a material impact on our consolidated and combined financial statements. *Presentation of Other Comprehensive Income* In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation on Comprehensive Income (“ASU 2011-05”). Under ASU 2011-05, there will no longer be the option to present items of other comprehensive income in the statement of stockholders’ equity. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011 on a retrospective basis, with early adoption permitted. Accordingly, we have adopted the presentation requirements of ASU 2011-05 on December 31, 2011. The adoption of ASU 2011-05 did not have a material impact on our consolidated and combined financial statements.
New Accounting Pronouncements Not Yet Adopted	*New Accounting Pronouncements Not Yet Adopted* *Testing Indefinite-lived Intangibles for Impairment* In July 2012, the FASB issued ASU 2012-02, which amends ASC Topic 350, “Intangibles—Goodwill and Other.” The guidance amends the impairment test for indefinite lived intangible assets other than goodwill by allowing companies to first assess qualitative factors to determine if it is more likely than not that an indefinite lived intangible asset is impaired and whether it is necessary to perform the impairment test of comparing the carrying amount with the recoverable amount of the indefinite lived intangible asset. This guidance is effective for interim and annual periods beginning after September 15, 2012, however, we have decided to early adopt and make it effective for our 2012 impairment review, which will take place in the fourth quarter. We do not anticipate that the adoption of this guidance will have a material impact on our consolidated and combined financial statements. *Disclosure about Offsetting Assets and Liabilities* In December 2011, the FASB issued ASU 2011-11, which amends ASC Subtopic 210-20, “Offsetting.” The guidance requires enhanced disclosures with improved information about financial instruments and derivative instruments that are either (i) offset in accordance with current guidance or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with current guidance. This guidance is effective for interim and annual periods beginning after January 1, 2013. The guidance is limited to the form and content of disclosures, and we do not anticipate that the adoption of this guidance will have an impact on our consolidated and combined financial statements. For additional information about our critical accounting policies and estimates, refer to “Note 2— Significant Accounting Policies,” included in our Annual Report on Form 10-K filed on March 15, 2012 for the year ended December 31, 2011.

Organization and Basis of Presentation (Tables)

9 Months Ended

Sep. 30, 2012

Organization and Basis of Presentation [Abstract]

Schedule showing summary of reclassifications

The table below provides a summary of that reclassification for the periods presented.


	Three months ended September 30, 2011			Nine months ended September 30, 2011
	(In thousands)
Depreciation	$	4,630		$	13,246
Technology and content		(3,658	)		(10,627	)
General and administrative		(972	)		(2,619	)

	$	—		$	—

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2012

Financial Instruments [Abstract]

Disclosure of cash and available for sales securities by significant investment category


	September 30, 2012
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents
Cash	$	279,225	$	—	$	—	$	279,225	$	279,225
Level 1:
Money market funds		269,147		—		—		269,147		269,147

Total	$	548,372	$	—	$	—	$	548,372	$	548,372


	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents
Cash	$	114,532	$	—	$	—	$	114,532	$	114,532
Level 1:
Money market funds		69,000		—		—		69,000		69,000

Total	$	183,532	$	—	$	—	$	183,532	$	183,532

Fair value and notional principal amounts of outstanding or unsettled derivative instruments

The following table shows the fair value and notional principal amounts of our outstanding or unsettled derivative instruments that are not designated as hedging instruments:


		September 30, 2012
	Balance Sheet Caption	Fair Value of Derivative (2)				U.S. Dollar Notional
($ in thousands)	Balance Sheet Caption	Asset		Liability
Foreign exchange- forward contracts (current)	Accrued and other current liabilities (1)	$	—	$	$305	$	(18,330	)

(1)	These derivative contracts mitigate changes in the value of remeasured foreign currency denominated monetary assets and liabilities attributable to changes in foreign currency exchange rates. Our current derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. Dollar.

(2)	The fair value of our derivative liability is measured using Level 2 fair value inputs.

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624163-113959

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41641-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41638-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Section 50
-Paragraph 8
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5580258-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
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-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624171-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579245-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41620-113959

+ Details

Debt (Tables)

9 Months Ended

Sep. 30, 2012

Debt [Abstract]

Summary of total outstanding borrowings

Total outstanding borrowings under the Credit Agreement consist of the following (in thousands):


	September 30, 2012
Short-Term Debt:
Revolving Credit Facility	$	—
Term Loan		35,000

Total Short-Term Borrowings	$	35,000

Long-Term Debt:
Term Loan	$	350,000

Total Long-Term Borrowings	$	350,000

Schedule showing remaining future minimum principal payment obligations

The remaining future minimum principal payment obligations due under the Credit Agreement related to our Term Loan is as follows as of September 30, 2012 (in thousands):


	Payment Amount
2012	$	5,000
2013	$	40,000
2014	$	40,000
2015	$	40,000
2016	$	260,000

Total	$	385,000

Stock Based Awards and Other Equity Instruments (Tables)

9 Months Ended

Sep. 30, 2012

Stock Based Awards and Other Equity Instruments [Abstract]

Summary of options and stock warrants and weighted average grant date exercise price

Options and Stock Warrants:


	Potential Shares of Common Stock (in thousands)		Weighted Average Grant Date Exercise Price
Options		6,575	$	23.65
Warrants—$6.48 TripAdvisor Warrants		6,047	$	25.92
Warrants—$7.66 TripAdvisor Warrants		2,000	$	30.64

Summary of Restricted Stock Unit

RSUs:


	Potential Shares of Common Stock (in thousands)		Weighted Average Grant Date Fair Value
RSUs		893	$	21.09

Summary of the status and activity for stock option awards relating to common stock

A summary of the status and activity for stock option awards relating to our common stock for the nine months ended September 30, 2012, is presented below:


	Options Outstanding		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)				(In years)		(In thousands)
Options outstanding at January 1, 2012		6,575	$	23.65
Granted		3,471		40.18
Exercised		738		15.95			$	13,784
Cancelled		337		27.52

Options outstanding at September 30, 2012		8,971	$	30.52		5.7	$	51,680

Exercisable as of September 30, 2012		3,511	$	25.14		3.2	$	32,788

Vested and expected to vest after September 30, 2012		7,834	$	29.60		5.7	$	49,561

Schedule of Black-Scholes assumptions used in calculating the estimated fair value of stock options


	Three months ended September 30, 2012			Nine months ended September 30, 2012
Risk free interest rate		0.90	%		1.03	%
Expected term (in years)		6.25			6.22
Volatility		54.78	%		53.54	%
Expected dividend yield		0	%		0	%

Summary of RSU activity on common stock

The following table presents a summary of RSU activity on our common stock:


	RSUs Outstanding		Weighted Average Grant- Date Fair Value Per Share
	(In thousands)
Unvested RSUs outstanding as of January 1, 2012		926	$	21.32
Granted		60		33.27
Vested and released (1)		319		15.32
Cancelled		16		27.28

Unvested RSUs outstanding as of September 30, 2012 (2)		651	$	24.42

(1)	Inclusive of 112,110 RSUs withheld to satisfy minimum tax withholding requirements.

(2)	Included in RSUs outstanding at September 30, 2012 are 400,000 RSUs awarded to one of our non-employee Directors, for which vesting is tied to achievement of performance targets and a requisite service period.

Summary of the unrecognized compensation expense, net of estimated forfeitures and the weighted average period


	Stock Options		RSUs
Unrecognized compensation expense (net of forfeitures)	$	63,063	$	4,942
Weighted average period remaining (in years)		3.2		1.6

Segment Information (Tables)

9 Months Ended

Sep. 30, 2012

Segment Information [Abstract]

Reconciliation of adjusted EBITDA to operating income and net income

The following table is a reconciliation of Adjusted EBITDA to operating income and net income for the periods presented (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
Adjusted EBITDA	$	107,059		$	93,340		$	288,169		$	267,834
Depreciation (1)		(5,037	)		(4,630	)		(14,033	)		(13,246	)

OIBA (2)		102,022			88,710			274,136			254,588
Amortization of intangible assets		(1,310	)		(2,394	)		(4,909	)		(5,643	)
Stock-based compensation		(8,463	)		(2,037	)		(19,923	)		(6,479	)
Spin-off costs		—			(2,211	)		—			(3,265	)

Operating income		92,249			82,068			249,304			239,201
Interest (expense) income, net		(2,806	)		212			(8,143	)		527
Other, net		1,367			(2,802	)		(2,476	)		(1,380	)
Provision for income taxes		(31,275	)		(25,185	)		(77,814	)		(82,574	)

Income before income taxes		59,535			54,293			160,871			155,774
Net (income) loss attributable to noncontrolling interest		(175	)		21			(381	)		(118	)

Net income attributable to TripAdvisor, Inc.	$	59,360		$	54,314		$	160,490		$	155,656

(1)	Includes internal use software and website development.

(2)

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2012

Earnings Per Share [Abstract]

Reconciliation of weighted average number of shares of common stock outstanding

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,
	2012		2011		2012		2011
Numerator:
Net income attributable to TripAdvisor	$	59,360	$	54,314	$	160,490	$	155,656
Denominator:
Weighted average shares used to compute Basic EPS		142,342		133,461		138,458		133,461
Weighted average effect of dilutive securities:
Stock options		1,223		—		1,249		—
RSUs		92		—		129		—
Stock warrants		—		—		681		—

Weighted average shares used to compute Diluted EPS		143,657		133,461		140,517		133,461

Basic EPS	$	0.42	$	0.41	$	1.16	$	1.17
Diluted EPS	$	0.41	$	0.41	$	1.14	$	1.17

Calculation of diluted net income per share related to stock options and RSUs


	Three months ended September 30,				Nine months ended September 30,
	2012		2011		2012		2011
Stock options (1)		4,921		—		3,584		—
RSUs (1)		—		—		20		—

Total		4,921		—		3,604		—

(1)

Redeemable Noncontrolling Interest (Tables)

9 Months Ended

Sep. 30, 2012

Redeemable Noncontrolling Interest [Abstract]

Reconciliation of redeemable noncontrolling interests

A reconciliation of redeemable noncontrolling interests for the nine months ended September 30, 2012 and twelve months ended December 31, 2011, respectively, is as follows (in thousands):


	Nine months ended September 30, 2012		Twelve months ended December 31, 2011
Balance, beginning of period (1)	$	3,863	$	2,637
Net income attributable to noncontrolling interests		381		114
Fair value adjustments		7,951		571
Stock based compensation		2,450		541

Balance, end of period	$	14,645	$	3,863

(1)	Balance reclassified as of September 30, 2012 from accrued expenses and other current liabilities to redeemable noncontrolling interests on the consolidated balance sheet.

- Definition

Tabular disclosure of redeemable noncontrolling interest (as defined) included in the statement of financial position as either a liability or temporary equity. As of the date of the statement of financial position, such redeemable noncontrolling interest is currently redeemable, as defined, for cash or other assets of the entity at (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the entity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 44
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 43
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 40
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 41
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 42
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 25
-Appendix A

+ Details

Organization and Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011
Summary of prior period reclassification of Depreciation Expense
Depreciation	$ 4,630	$ 13,246
Technology and content	(3,658)	(10,627)
General and administrative	(972)	(2,619)
Total prior period reclassifications

Organization and Basis of Presentation (Details Textual) $ in Millions	1 Months Ended
	Dec. 31, 2012	Sep. 30, 2012 Brands Country	Dec. 20, 2011 USD ($)
Organization and Basis of Presentation (Textual) [Abstract]
Number of countries with localized version of websites \| Country		29
Number of other travel bands with websites \| Brands		19
Reverse stock split of outstanding capital	A one-for-two reverse stock split
Distribution of cash dividend to Expedia Inc by the company			$ 406
Period of loan to TripAdvisor Holdings, LLC			5 years
Principal amount of loan to TripAdvisor Holdings, LLC			$ 400
Repayment of loan in quarterly installments			1.25%
Repayment of loan in quarterly installments in subsequent years			2.50%
Revolving credit facility, Maximum			$ 200

Significant Accounting Policies (Details Textual)	9 Months Ended
Significant Accounting Policies (Details Textual)	Sep. 30, 2012
Significant Accounting Policies [Abstract]
Weighted average maturity of total invested cash	12 months
Final maturity of marketable securities	3 years

Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2011	Dec. 31, 2010
Cash and available-for-sale securities
Cash and cash equivalents	$ 548,372	$ 183,532	$ 188,380	$ 93,133
Cash and available-for-sale securities, amortized cost	548,372	183,532
Cash and available-for-sale securities gross, unrealized gain
Cash and available-for-sale securities gross, unrealized losses
Cash and available-for-sale securities, fair value	548,372	183,532
Money Market Funds [Member] \| Level 1 [Member]
Cash and available-for-sale securities
Cash and cash equivalents	269,147	69,000
Available-for-sale Securities, Amortized Cost	269,147	69,000
Available-for-sale Securities, Unrealized Gains
Available-for-sale Securities, Unrealized Losses
Available-for-sale Securities, Fair Value	269,147	69,000
Cash [Member]
Cash and available-for-sale securities
Cash, Amortized Cost	279,225	114,532
Cash, Unrealized Gains
Cash, Unrealized Losses
Cash, Fair Value	279,225	114,532
Cash and cash equivalents	$ 279,225	$ 114,532

Financial Instruments (Details 1) - Accrued and other current liabilities [Member] - Not designated as hedging instruments [Member] $ in Thousands	Sep. 30, 2012 USD ($)
Fair value and notional principal amounts of outstanding or unsettled derivative instruments
Balance Sheet Caption	Accrued and other current liabilities
Foreign exchange- forward contracts (current) [Member]
Fair value and notional principal amounts of outstanding or unsettled derivative instruments
Asset
Notional	(18,330)
Foreign exchange- forward contracts (current) [Member] \| Level 2 [Member]
Fair value and notional principal amounts of outstanding or unsettled derivative instruments
Liability	$ 305

Financial Instruments (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Financial Instruments (Textual) [Abstract]
Cash Equivalents Sold	$ 0	$ 0	$ 0	$ 0
Derivative number of instruments acquired during period		0		0
Derivative number of instruments settled during period	0	0	0	0
Foreign Currency Transaction Gain (Loss), Realized	$ 300		$ 300
Redeemable noncontrolling interest	$ 14,645		$ 14,645		$ 3,863

- Definition

As of the reporting date, the aggregate carrying amount of all noncontrolling interests which are redeemable by the (parent) entity (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder of the noncontrolling interest, or (3) upon occurrence of an event that is not solely within the control of the (parent) entity. This item includes noncontrolling interest holder's ownership (or holders' ownership) regardless of the type of equity interest (common, preferred, other) including all potential organizational (legal) forms of the investee entity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 3A
-Subparagraph (12)(c)
-URI http://asc.fasb.org/extlink&oid=14643745&loc=SL6540498-122764

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 3A
-Subparagraph (16)(c)
-URI http://asc.fasb.org/extlink&oid=14643745&loc=SL6540498-122764

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 3A
-Subparagraph 15
-URI http://asc.fasb.org/extlink&oid=14643745&loc=SL6540498-122764

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 3A
-Subparagraph 14
-URI http://asc.fasb.org/extlink&oid=14643745&loc=SL6540498-122764

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 43
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number D-98
-Paragraph 43
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 27
-Subparagraph c
-Appendix A

+ Details

Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Short Term Debt
Total Short-Term Borrowings	$ 35,000
Long Term Debt
Total Long-Term Borrowings	350,000	$ 380,000
Revolving Credit Facility [Member]
Short Term Debt
Total Short-Term Borrowings
Term Loan [Member]
Short Term Debt
Total Short-Term Borrowings	35,000
Term Loan [Member]
Long Term Debt
Total Long-Term Borrowings	$ 350,000

Debt (Details 1) $ in Thousands	Sep. 30, 2012 USD ($)
Schedule showing remaining future minimum principal payment obligations
2012	$ 5,000
2013	40,000
2014	40,000
2015	40,000
2016	260,000
Total	$ 385,000

Debt (Details Textual) $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
Debt (Details Textual) $ in Thousands	Sep. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Sep. 30, 2012 USD ($)	Dec. 31, 2012 CNY (¥)	Apr. 30, 2012 CNY (¥)	Apr. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 20, 2011 USD ($)
Line of Credit Facility [Line Items]
Term loan facility principal amount	$ 385,000		$ 385,000
Borrowings, interest rate description			interest at LIBOR plus 175 basis points, or the Eurocurrency Spread, or the alternate base rate (“ABR”) plus 75 basis points
Borrowings, interest rate basis	5.60%		5.60%
Borrowings alternate base rate			0.75%
Commitment fee on undrawn amount			0.30%
Borrowing capacity under revolving credit facility								$ 200,000
Revolving Credit Facility borrowings	$ 29,483		$ 29,483				$ 26,734
Interest rate of Chinese Credit Facility BOA			Chinese Credit Facility—BOA currently bears interest based at 100% of the People’s Bank of China’s base rate and was 5.6% as of September 30, 2012.
Debt (Textual) [Abstract]
Revolving Credit facility payments		$ 10,000
Term loan principal repayment			1.25%	1.25%
Term loan first installment			$ 15,000
Principal repayment of term loan			2.50%
Total interest and commitments fees	$ 2,100		$ 6,500
Term Loan [Member]
Line of Credit Facility [Line Items]
Maximum borrowing limits								600,000
Term loan facility principal amount								$ 400,000
Period of term loan facility								5 years
Borrowings, maturity date			Dec. 01, 2016
Borrowings, interest rate basis	2.00%		2.00%
Borrowings alternate base rate			1.75%
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Period of term loan facility								5 years
Borrowings, maturity date			Dec. 01, 2016
Revolving Credit Facility borrowings	$ 0		$ 0
Chinese Credit Facility [Member]
Line of Credit Facility [Line Items]
Short term borrowings outstanding	29,500		29,500				$ 16,700
Chinese Credit Facility BOA [Member]
Line of Credit Facility [Line Items]
Maximum borrowing limits	30,000		$ 30,000	¥ 189,000,000
Borrowings, interest rate basis				5.60%
Borrowings alternate base rate			100.00%
Extended revolving credit facility of Chinese subsidiaries with BOA	22,000		$ 22,000	¥ 138,600,000
Revolving Credit Facility borrowings	21,600		21,600
Chinese Credit Facility JPM [Member]
Line of Credit Facility [Line Items]
Maximum borrowing limits					¥ 125,000,000	$ 20,000
Revolving Credit Facility borrowings	7,900		$ 7,900
Interest rate of Chinese Credit Facility BOA			Our Chinese Credit Facility—JPM currently bears interest based at 100% of the People’s Bank of China’s base rate
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Borrowing capacity under revolving credit facility	40,000		$ 40,000
Borrowings on same-day notice [Member]
Line of Credit Facility [Line Items]
Borrowing capacity under revolving credit facility	$ 40,000		$ 40,000

Commitments and Contingencies (Details)	9 Months Ended
Commitments and Contingencies (Details)	Sep. 30, 2012
Maximum [Member]
Commitments and Contingencies (Textual) [Abstract]
Criteria percentage of damages claims	10.00%

Stock Based Awards and Other Equity Instruments (Details) - $ / shares shares in Thousands	Sep. 30, 2012	Dec. 31, 2011	Dec. 20, 2011
Summary of options and stock warrants and weighted average grant date exercise price
Potential Shares of Common Stock	8,971	6,575
Stock options [Member]
Summary of options and stock warrants and weighted average grant date exercise price
Potential Shares of Common Stock			6,575
Weighted Average Grant Date Exercise Price			$ 23.65
Warrants-$6.48 TripAdvisor Warrants [Member]
Summary of options and stock warrants and weighted average grant date exercise price
Potential Shares of Common Stock			6,047
Weighted Average Grant Date Exercise Price			$ 25.92
Warrants-$7.66 TripAdvisor Warrants [Member]
Summary of options and stock warrants and weighted average grant date exercise price
Potential Shares of Common Stock			2,000
Weighted Average Grant Date Exercise Price			$ 30.64

Stock Based Awards and Other Equity Instruments (Details 1) - Restricted Stock Units (RSU) [Member] shares in Thousands	Dec. 20, 2011 $ / shares shares
Summary of Restricted Stock Unit
Potential shares of common stock \| shares	893
Weighted-average grant date exercise price \| $ / shares	$ 21.09

- Definition

The weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units.

+ References + Details

Stock Based Awards and Other Equity Instruments (Details 2) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2012 USD ($) $ / shares shares
Options Outstanding
Options outstanding, beginning balance \| shares	6,575
Granted \| shares	3,471
Exercised \| shares	738
Cancelled \| shares	337
Options outstanding, ending balance \| shares	8,971
Options exercisable, ending balance \| shares	3,511
Options vested and expected to vest \| shares	7,834
Weighted Average Exercise Price, Remaining Contractual Life and Aggregate Intrinsic Value
Options outstanding, weighted average exercise price, beginning balance \| $ / shares	$ 23.65
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	5 years 8 months 12 days
Granted \| $ / shares	$ 40.18
Exercised \| $ / shares	$ 15.95
Options exercised, aggregate intrinsic value \| $	$ 13,784
Cancelled \| $ / shares	$ 27.52
Options outstanding, weighted average exercise price, ending balance \| $ / shares	$ 30.52
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	5 years 8 months 12 days
Options outstanding, aggregate intrinsic value, Ending balance \| $	$ 51,680
Options outstanding, exercisable weighted average exercise price, ending balance \| $ / shares	$ 25.14
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1	3 years 2 months 12 days
Options, exercisable, aggregate intrinsic value, ending balance \| $	$ 32,788
Options, vested and expected to vest, outstanding, weighted average exercise price \| $ / shares	$ 29.60
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1	5 years 8 months 12 days
Options, vested and expected to vest, outstanding, aggregate intrinsic value \| $	$ 49,561

Stock Based Awards and Other Equity Instruments (Details 3)	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Schedule of Black-Scholes assumptions used in calculating the estimated fair value of stock options
Risk free interest rate	0.90%	1.03%
Expected term (in years)	6 years 3 months	6 years 2 months 19 days
Volatility	54.78%	53.54%
Expected dividend yield	0.00%	0.00%

Stock Based Awards and Other Equity Instruments (Details 4) - Restricted Stock [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2012 $ / shares shares
Summary of RSU's activity on common shares, RSU's Outstanding
Unvested RSU's outstanding, beginning balance \| shares	926
Granted \| shares	60
Vested and released \| shares	319
Cancelled \| shares	16
Unvested RSU's outstanding, ending balance \| shares	651
Summary of RSU's activity on common shares, Weighted average grant date fair value per share
Unvested RSU's outstanding, weighted average grant date fair value per share, beginning balance \| $ / shares	$ 21.32
Granted \| $ / shares	33.27
Vested and released \| $ / shares	15.32
Cancelled \| $ / shares	27.28
Unvested RSU's outstanding, weighted average grant date fair value per share, ending balance \| $ / shares	$ 24.42

Stock Based Awards and Other Equity Instruments (Details 5) $ in Thousands	9 Months Ended
	Sep. 30, 2012 USD ($)
Summary of Unrecognized Compensation Expense Net 0f Estimated Forfeitures and Weighted Average Period Remaining
Weighted average period remaining (in years), stock options	5 years 8 months 12 days
Restricted Stock Units (RSU) [Member]
Summary of Unrecognized Compensation Expense Net 0f Estimated Forfeitures and Weighted Average Period Remaining
Unrecognized compensation expense (net of forfeitures), RSUs	$ 4,942
Weighted average period remaining (in years), RSUs	1 year 7 months 6 days
Stock options [Member]
Summary of Unrecognized Compensation Expense Net 0f Estimated Forfeitures and Weighted Average Period Remaining
Unrecognized compensation expense (net of forfeitures), stock options	$ 63,063
Weighted average period remaining (in years), stock options	3 years 2 months 12 days

Stock Based Awards and Other Equity Instruments (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 28, 2012
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Number of stock options issued			3,471,000
RSU's withheld to satisfy minimum tax withholding requirements			112,110
Conversion of Stock [Line Items]
Weighted average exercise price of cashless warrants			$ 25.92
Stock Based Awards and Other Equity Instruments (Textual) [Abstract]
Stock-based compensation	$ 8,463	$ 2,037	$ 19,923	$ 6,479
Total income tax benefit related to stock-based compensation expense	$ 3,200	$ 800	$ 7,200	$ 2,600
Warrants issued in spinoff not listed on recognized stock exchange			32,186,792
Conversion of warrant into common stock			7,952,456
Expiration date of conversion			May 07, 2012
Expected dividend yield	0.00%		0.00%
Exercise proceeds received			$ 214,500
Cashless warrants exercised			545,454
Options outstanding, exercisable weighted average exercise price	$ 0.00		$ 0.00
Outstanding warrants to purchase common stock	0		0
One Tranche of Warrants [Member]
Conversion of Stock [Line Items]
Exercise price of warrants prior to adjustment			$ 12.23
Common stock shares issued for each warrant			25.00%
Exercise price per warrant			$ 6.48
Other Tranche of Warrants [Member]
Conversion of Stock [Line Items]
Exercise price of warrants prior to adjustment			$ 14.45
Common stock shares issued for each warrant			25.00%
Exercise price per warrant			$ 7.66
Warrants-$6.48 TripAdvisor Warrants [Member]
Conversion of Stock [Line Items]
Warrants Exercised			32,186,791
Common stock issued in lieu of warrants	7,952,456		7,952,456
Weighted average exercise price of warrants			$ 27.11
Warrants for which exercise price was paid in cash			31,641,337
Warrants-$6.48 TripAdvisor Warrants [Member] \| Maximum [Member]
Conversion of Stock [Line Items]
Warrants converted into common stock shares at spin-off			8,046,698
Stock options [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period			4 years
Restricted Stock Units (RSU) [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Amortization term for stock based compensation expenses			2 years
Vesting period			5 years
RSU's issued under incentive plan			59,951
Fair value of RSU's issued			$ 33.27
RSU's awarded to non employee directors			400,000
2012 Stock Option Activity [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Term of Stock Options Granted			10 years
Vesting period of stock options			4 years
Number of stock options issued			3,470,975
Grant date fair value per option			$ 20.55
Closing stock price					$ 32.93
Vesting period			4 years

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Taxes (Textual) [Abstract]
Effective tax rate	34.40%	31.70%	32.60%	34.60%
Accrued interest	$ 0.4		$ 0.4
Accrued penalties	$ 0.0		$ 0.0

Stockholders' Equity (Details)	9 Months Ended
Stockholders' Equity (Details)	Sep. 30, 2012 Vote $ / shares shares	Mar. 15, 2012 shares	Dec. 31, 2011 $ / shares shares
Stockholders Equity (Textual) [Abstract]
Vote per common stock share	One
Percentage of directors elected by common stock holders	25.00%
Preferred Common Stock Shares Authorized	100,000,000		100,000,000
Preferred Common Stock Par value per share \| $ / shares	$ 0.001		$ 0.001
Preferred Stock, Shares Issued	0		0
Common Stock [Member]
Stockholders Equity (Textual) [Abstract]
Common stock, shares authorized	1,600,000,000		1,600,000,000
Common stock, par value \| $ / shares	$ 0.001		$ 0.001
Common stock shares outstanding prior to spin off	120,661,808	120,661,020	120,661,808
Class B common stock [Member]
Stockholders Equity (Textual) [Abstract]
Authorized Class B common stock shares	400
Common stock, shares authorized	400,000,000		400,000,000
Common stock, par value \| $ / shares	$ 0.001		$ 0.001
Common Stock Class B par value per share \| $ / shares	$ 0.001
Vote per common Class B stock share \| Vote	10
Common stock shares outstanding prior to spin off	12,799,999	12,799,999	12,799,999

Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Segment Information (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Reconciliation of Adjusted EBITDA to operating income and net income
Adjusted EBITDA	$ 107,059	$ 93,340	$ 288,169	$ 267,834
Depreciation	(5,037)	(4,630)	(14,033)	(13,246)
OIBA	102,022	88,710	274,136	254,588
Amortization of intangible assets	(1,310)	(2,394)	(4,909)	(5,643)
Stock-based compensation	(8,463)	(2,037)	(19,923)	(6,479)
Spin-off costs		(2,211)		(3,265)
Operating income	92,249	82,068	249,304	239,201
Interest (expense) income, net	(2,806)	212	(8,143)	527
Other, net	1,367	(2,802)	(2,476)	(1,380)
Provision for income taxes	(31,275)	(25,185)	(77,814)	(82,574)
Income before income taxes	59,535	54,293	160,871	155,774
Net (income) loss attributable to noncontrolling interest	(175)	21	(381)	(118)
Net income attributable to TripAdvisor, Inc.	$ 59,360	$ 54,314	$ 160,490	$ 155,656

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Numerator:
Net income attributable to TripAdvisor, Inc.	$ 59,360	$ 54,314	$ 160,490	$ 155,656
Denominator:
Weighted average shares used to compute Basic EPS	142,342	133,461	138,458	133,461
Weighted average effect of dilutive securities:
Weighted average shares used to compute Diluted EPS	143,657	133,461	140,517	133,461
Basic EPS	$ 0.42	$ 0.41	$ 1.16	$ 1.17
Diluted EPS	$ 0.41	$ 0.41	$ 1.14	$ 1.17
Stock options [Member]
Weighted average effect of dilutive securities:
Share-based Payment Arrangements	1,223		1,249
Restricted Stock Units (RSU) [Member]
Weighted average effect of dilutive securities:
Share-based Payment Arrangements	92		129
Stock warrants [Member]
Weighted average effect of dilutive securities:
Share-based Payment Arrangements			681

Earnings Per Share (Details 1) - shares shares in Thousands	3 Months Ended		9 Months Ended
Earnings Per Share (Details 1) - shares shares in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Calculation of diluted net income per share related to stock options and RSU's
Diluted net income per share	4,921		3,604
Stock options [Member]
Calculation of diluted net income per share related to stock options and RSU's
Diluted net income per share	4,921		3,584
Restricted Stock Units (RSU) [Member]
Calculation of diluted net income per share related to stock options and RSU's
Diluted net income per share			20

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Earnings Per Share (Details Textual)	3 Months Ended	9 Months Ended
Earnings Per Share (Details Textual)	Sep. 30, 2012 shares	Sep. 30, 2012 shares	Mar. 15, 2012 shares	Dec. 31, 2011 shares
Earnings Per Share (Textual) [Abstract]
Performance based options, bearing right to acquire common stock	110,000
Restricted stock units, bearing right to acquire common stock		400,000
Spin-Off reserve stock split of outstanding		0.5
Common Stock [Member]
Earnings Per Share (Textual) [Abstract]
Common stock shares outstanding prior to spin off	120,661,808	120,661,808	120,661,020	120,661,808
Class B common stock [Member]
Earnings Per Share (Textual) [Abstract]
Common stock shares outstanding prior to spin off	12,799,999	12,799,999	12,799,999	12,799,999

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	May 31, 2012	Sep. 30, 2012	Mar. 31, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	May 03, 2012	Dec. 31, 2011
Related Party (Textual) [Abstract]
Revenue derived from related party transactions		$ 56,875		$ 60,417	$ 164,203	$ 173,560
Percentage of related party revenue to total revenue		26.70%		33.40%	27.70%	34.80%
Related-party shared services fee to Expedia				$ 1,980		$ 5,940
Other related-party operating expenses included within Selling and Marketing expense		$ 1,700		$ 1,300	$ 5,200	$ 3,300
Net related party receivable with Expedia and its subsidiaries		$ 32,500			$ 32,500			$ 14,100
Amount received from related party			$ 7,000
Distribution to related party prior to spinoff								$ 406,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Percentage of voting power		57.10%			57.10%
Related Party (Textual) [Abstract]
Percentage of voting power		57.10%			57.10%
Board of Directors Chairman [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Percentage of voting power		25.00%			25.00%
Number of shares of common stock sold by Liberty	8,450,000
Average per share price of common stock sold							$ 40

Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Summary of reconciliation of redeemable noncontrolling interests
Balance, beginning of period (1)			$ 3,863
Stock based compensation	$ 8,463	$ 2,037	19,923	$ 6,479
Balance, end of period	14,645		14,645		$ 3,863
Noncontrolling interests [Member]
Summary of reconciliation of redeemable noncontrolling interests
Balance, beginning of period (1)			3,863	$ 2,637	2,637
Net income attributable to noncontrolling interests			381		114
Fair value adjustments			7,951		571
Stock based compensation			2,450		541
Balance, end of period	$ 14,645		$ 14,645		$ 3,863

- Definition

+ References

+ Details

Redeemable Noncontrolling Interest (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Redeemable Noncontrolling Interest (Textual) [Abstract]
Stock based compensation	$ 8,463	$ 2,037	$ 19,923	$ 6,479
Stock Option [Member]
Redeemable Noncontrolling Interest (Textual) [Abstract]
Stock based compensation	$ 2,000
Vesting period			4 years
Restricted Stock Units (RSU) [Member]
Redeemable Noncontrolling Interest (Textual) [Abstract]
Stock based compensation			$ 2,500
Vesting period			4 years