View Filing Data

Earnings Per Share attributable to TripAdvisor, Inc.:

$ 194,069

$ 177,677

$ 138,776

Basic

$ 1.39

$ 1.33

$ 1.04

Diluted

$ 1.37

$ 1.32

$ 1.04

Weighted Average Common Shares Outstanding:

Basic

139,462

133,461

Diluted

141,341

134,865

133,461

(1) Excludes amortization as follows:

Amortization of acquired technology included in amortization of intangibles

$ 708

$ 578

$ 1,080

Amortization of website development costs included in depreciation

12,816

12,438

8,104

Excluded Amortization

13,524

13,016

9,184

(2) Includes stock-based compensation as follows:

Selling and marketing

4,622

3,216

2,101

Technology and content

11,400

3,931

2,661

General and administrative

$ 14,080

$ 10,197

$ 2,421

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

Consolidated and Combined Statements of Comprehensive Income - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Consolidated and Combined Statements of Comprehensive Income [Abstract]

Net income

$ 194,588

$ 177,791

$ 138,954

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

1,945

(781)

1,520

Unrealized gain (loss) on marketable securities, net of tax (1)

^[1]

(104)

Other comprehensive income (loss), net of tax

1,841

(781)

1,520

Comprehensive income

196,429

177,010

140,474

Less: Comprehensive income attributable to noncontrolling interests

(519)

(114)

(178)

Comprehensive income attributable to TripAdvisor, Inc.

$ 195,910

$ 176,896

$ 140,296

[1]	Net of unrealized tax benefits of $72 for the year ended December 31, 2012.

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.

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.

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.

Net of tax amount of unrealized holding gain (loss) before reclassification adjustments and transfers on available-for-sale securities.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 10A
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669646-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 115
-Paragraph 13
-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 Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 22
-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 Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 24
-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 AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(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.

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=7656940&loc=SL4569616-111683

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=18733213&loc=SL4591552-111686

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a),(c)
-URI http://asc.fasb.org/extlink&oid=18733093&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=18733213&loc=SL4591551-111686

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
-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 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.

Beginning balance at Dec. 31, 2009

Consolidated and Combined Statements of Comprehensive Income (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2012 USD ($)
Consolidated and Combined Statements of Comprehensive Income [Abstract]
Net of unrealized tax benefits	$ 72

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 367,515	$ 183,532
Short-term marketable securities (note 5)	118,970
Accounts receivable, net of allowance of $2,818 and $5,370 at December 31, 2012 and 2011, respectively	81,459	67,936
Receivable from Expedia, net (note 16)	23,971	14,081
Taxes receivable	24,243
Deferred income taxes, net (note 9)	5,971	6,494
Prepaid expenses and other current assets	10,365	6,279
Total current assets	632,494	278,322
Long-term marketable securities (note 5)	99,248
Property and equipment, net (note 6)	43,802	34,754
Deferred income taxes, net (note 9)	502
Other long-term assets	13,274	11,888
Intangible assets, net (note 7)	38,190	44,030
Goodwill (note 7)	471,684	466,892
TOTAL ASSETS	1,299,194	835,886
Current liabilities:
Accounts payable	14,099	5,903
Deferred revenue	31,563	19,395
Credit facility borrowings (note 8)	32,145	26,734
Borrowings, current (note 8)	40,000	20,000
Taxes payable	14,597	17,229
Accrued expenses and other current liabilities (note 10)	63,236	37,269
Total current liabilities	195,640	126,530
Deferred income taxes, net (note 9)	11,023	16,004
Other long-term liabilities (note 11)	25,563	15,952
Borrowings, net of current portion (note 8)	340,000	380,000
Total Liabilities	572,226	538,486
Commitments and Contingencies (Note 12)
Redeemable noncontrolling interest (note 14)	0	3,863
Stockholders' equity:
Preferred stock $ .001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0
Additional paid-in capital	531,256	293,744
Retained earnings	196,438	2,369
Accumulated other comprehensive loss	(869)	(2,710)
Total stockholders' equity	726,968	293,537
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,299,194	835,886
Common stock
Stockholders' equity:
Common stock $.001 par value	130	121
Total stockholders' equity	130	121
Class B Common Stock
Stockholders' equity:
Common stock $.001 par value	13	13
Total stockholders' equity	$ 13	$ 13

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Allowance for doubtful receivable	$ 2,818	$ 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	130,030,138	120,661,808
Common stock, shares outstanding	130,030,138	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 and Combined Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands

Total

Common stock

Class B Common Stock

Invested Capital

Additional paid-in capital

Retained earnings

Accumulated other comprehensive income (loss)

$ 389,914

$ 393,363

$ (3,449)

Beginning balance, shares at Dec. 31, 2009

Currency translation adjustments

138,776

1,520

Tax benefits on equity awards

3,992

Adjustment to the fair value of redeemable noncontrolling interest

(1,152)

Stock-based compensation expense

6,582

Ending balance at Dec. 31, 2010

539,632

541,561

(1,929)

Ending balance, shares at Dec. 31, 2010

Net income attributable to TripAdvisor, Inc. prior to Spin-Off

177,677

175,308

Net income attributable to TripAdvisor, Inc. after the Spin-Off

2,369

Currency translation adjustments

(781)

Tax benefits on equity awards

1,453

Stock- based compensation expense- pre-Spin-Off

16,260

Acquisition of common control subsidiary from Expedia

(40,564)

Adjustment to the fair value of redeemable noncontrolling interest

(571)

Extinguishment of receivable due from Expedia related to Spin- Off, including transfers of assets and liabilities

(1,525)

Distribution to Expedia related to Spin-Off, net

(398,488)

Capitalization of TripAdvisor as a result of Spin-Off from Expedia, including issuance of Common and Class B shares

$ 121

$ 13

(293,434)

293,300

Capitalization of TripAdvisor as a result of Spin-Off from Expedia, including issuance of Common and Class B shares, shares

120,661,808

12,799,999

Stock- based compensation expense- post-Spin-Off

444

Ending balance at Dec. 31, 2011

293,537

$ 121

$ 13

293,744

2,369

(2,710)

Ending balance, shares at Dec. 31, 2011

120,661,808

12,799,999

Currency translation adjustments

194,069

1,945

Unrealized loss on marketable securities, net of tax

(104)

^[1]

(104)

Tax benefits on equity awards

3,933

Issuance of common stock related to exercise of options and warrants and vesting of RSU's

230,711

$ 9

230,702

Issuance of common stock related to exercise of options and warrants and vesting of RSU's, shares

9,398,330

Minimum withholding taxes on net share settlements of equity awards

(6,675)

Adjustment to the fair value of redeemable noncontrolling interest

(14,617)

Reclassification of non-employee equity awards to liability

(1,462)

Stock-based compensation expense

25,631

Ending balance at Dec. 31, 2012

$ 726,968

$ 130

$ 13

$ 531,256

$ 196,438

$ (869)

Ending balance, shares at Dec. 31, 2012

130,060,138

12,799,999

[1]	Net of unrealized tax benefits of $72 for the year ended December 31, 2012.

Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating activities:
Net income	$ 194,588	$ 177,791	$ 138,954
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment, including internal-use software and website development costs	19,966	18,362	12,871
Stock-based compensation	30,102	17,344	7,183
Amortization of intangible assets	6,110	7,523	14,609
Amortization of deferred financing costs	889	21
Amortization of discounts and premiums on marketable securities, net	527
Deferred tax benefit	(4,960)	(931)	(653)
Excess tax benefits from stock-based compensation	(2,717)	(1,571)	(1,813)
(Recovery) provision for doubtful accounts	(1,050)	909	3,383
Foreign currency transaction (gains) losses, net	1,644	209	(541)
Other, net	187	(131)	164
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(11,810)	(15,910)	(14,853)
Related parties	(16,921)
Taxes receivable	(24,243)
Prepaid expenses and other assets	(3,305)	(1,821)	(328)
Accounts payable	13,977	5,885	1,273
Taxes payable	7,073	3,244	17,359
Accrued expenses and other liabilities	17,067	82	9,707
Deferred revenue	11,942	6,876	9,600
Net cash provided by operating activities	239,066	217,882	196,915
Investing activities:
Acquisitions, net of cash acquired	(3,007)	(7,894)	(34,446)
Capital expenditures, including internal-use software and website development costs	(29,282)	(21,323)	(18,813)
Transfers to Expedia, net		(95,967)	(66,421)
Acquisitions, net of cash acquired, from Expedia		(28,099)
Distribution to Expedia related to Spin-Off	7,028	(405,516)
Purchase of marketable securities and other investments	(218,922)		(20,090)
Proceeds from maturities of marketable securities and other investments		20,090
Other		(153)
Net cash used in investing activities	(244,183)	(538,862)	(139,770)
Financing activities:
Acquisitions funded by Expedia		5,135
Payments on acquisition earn-out		(9,546)
Payments to purchase subsidiary shares from noncontrolling interest	(22,304)
Proceeds from credit facilities	15,372	18,158	1,733
Payments on credit facilities	(10,000)
Principal payments on long-term debt	(20,000)
Proceeds from issuance of long-term debt, net of issuance costs		396,516
Proceeds from exercise of stock options and warrants	230,711
Payment of minimum withholding taxes on net share settlements of equity awards	(6,675)
Excess tax benefits from stock-based compensation	2,717	1,571	1,813
Change in restricted cash			475
Net cash provided by financing activities	189,821	411,834	4,021
Effect of exchange rate changes on cash and cash equivalents	(721)	(455)	603
Net increase in cash and cash equivalents	183,983	90,399	61,769
Cash and cash equivalents at beginning of year	183,532	93,133	31,364
Cash and cash equivalents at end of year	367,515	183,532	93,133
Supplemental disclosure of cash flow information:
Income taxes paid directly to taxing authorities, net	107,799	42,220	26,654
Income taxes paid to Expedia, Inc.		49,570	41,333
Total income taxes paid, net	107,799	91,790	67,987
Cash paid during the period for interest	9,792	313	7
Supplemental disclosure of non-cash investing and financing activities:
Non-cash fair value increase for redeemable noncontrolling interests	$ 14,617	571	$ 1,152
Distribution receivable from Expedia, Inc.		$ (7,028)

Organization and Basis of Presentation

12 Months Ended

Dec. 31, 2012

Organization and Basis of Presentation [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

On April 7, 2011, 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.” Non-recurring expenses incurred to affect the Spin-Off during the year ended December 31, 2011 have been included within Spin-Off costs in the consolidated and combined statements of operations.

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.”

In connection with the Spin-Off, on December 20, 2011, TripAdvisor Holdings, LLC distributed $405.5 million in cash to Expedia in the form of a dividend. This distribution was funded through borrowings under a credit agreement, dated as of December 20, 2011. Such credit agreement together with all exhibits, schedules, annexes, certificates, assignments and related documents contemplated thereby is referred to herein as the “Credit Agreement.” Refer to “Note 8—Debt” below and our debt discussion in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Position, Liquidity and Capital Resources” for further information.

For information on our relationships with Expedia, Barry Diller and Liberty Interactive Corporation and recent material transactions and change in voting control in the fourth quarter of 2012, refer to “Note 16—Related Party Transactions” below.

Basis of Presentation

The accompanying consolidated and combined financial statements include 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 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. 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 represents the share of net income or loss allocated to members or partners in our consolidated entities. We have eliminated significant intercompany transactions and accounts. The accounting for income taxes was computed for TripAdvisor on a separate tax return basis (see “Note 9—Income Taxes” for further information). The accompanying consolidated and combined financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).

The financial statements and related financial information pertaining to the period preceding December 21, 2011 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 from December 21, 2011 onward 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 were 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.

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 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 20 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 from our Business Listings and Vacation Rental products, transaction revenue from selling room nights on our transactional sites SniqueAway and Tingo, and other revenue including licensing our content to third-parties. We have one reportable segment: TripAdvisor. The segment is determined based on how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance.

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.

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=7880789&loc=SL6228881-111685

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 272
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 720
-SubTopic 15
-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7668296&loc=d3e288-107754

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 915
-SubTopic 235
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-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.

Significant Accounting Policies [Abstract]

Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

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 and investments, intangible assets and goodwill; income taxes; useful lives of property and equipment; purchase accounting and stock-based compensation.

Reclassifications

Certain reclassifications have been made to conform the prior period to the current presentation, which include the reclassifications of our redeemable noncontrolling interest on the consolidated balance sheets from accrued expenses and other current liabilities to the mezzanine section and the reclassification of accrued marketing costs from accounts payable to accrued expenses and other current liabilities on our consolidated balance sheets. These reclassifications had no net effect on our consolidated and combined financial statements.

Revenue Recognition

We recognize revenue from the advertising services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Click-based Advertising. Revenue is derived primarily from click-through fees charged to our travel partners for traveler leads sent to the travel partners’ website. We record revenue from click-through fees after the traveler makes the click-through to the travel partners’ websites.

Display and Other Advertising. We recognize display advertising revenue ratably over the advertising period or upon delivery of advertising impressions, depending on the terms of the advertising contract. Subscription-based revenue is recognized ratably over the related subscription period. We recognize revenue from all other sources either upon delivery or when we provide the service.

Deferred revenue, which primarily relates to our subscription-based programs, is recorded when payments are received in advance of our performance as required by the underlying agreements.

Cost of Revenue

Cost of revenue consists of expenses that are closely correlated or directly related to revenue generation, including ad serving fees, flight search fees, credit card fees and data center costs.

Selling and Marketing

Sales and marketing expenses primarily consist of direct costs, including search engine marketing, or SEM, other traffic acquisition costs, syndication costs and affiliate program commissions, brand advertising and public relations. In addition, our indirect sales and marketing expense consists of personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation expense and bonuses for sales, sales support, customer support and marketing employees.

Technology and Content

Technology and content expenses consist of personnel and overhead expenses, including salaries and benefits, stock-based compensation expense and bonuses for salaried employees and contractors engaged in the design, development, testing and maintenance of our website. Other costs include licensing and maintenance expense.

General and Administrative

General and administrative expenses consist primarily of personnel and related overhead costs, including executive leadership, finance, legal and human resource functions and stock-based compensation as well as professional service fees and other fees including audit, legal, tax and accounting, and other costs including bad debt expense and our charitable foundation costs.

Cash, Cash Equivalents and Marketable Securities

Our cash equivalents consist of highly liquid investments with maturities of 90 days 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 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 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 greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable debt securities with maturities greater than 12 months from the balance sheet date 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.

Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. 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. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If we do not intend to sell the debt security, but it is probable that we will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in accumulated other comprehensive loss within stockholders’ equity.

Cash consists of cash deposits held in global financial institutions. Prior to Spin-Off, our domestic cash receipts had been transferred to Expedia, which had historically funded our domestic disbursement accounts as required. Transfers of cash between TripAdvisor and Expedia resulted in increases or decreases to our net related-party receivable. In connection with the Spin-Off any subsequent cash transfers related to business operations between TripAdvisor and Expedia ceased.

Fair Value Measurements

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. 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 in the principal or most advantageous market in which we would transact. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability at the measurement date. 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 are based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations are 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 are 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 (loss) 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 carrying 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 December 31, 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 December 31, 2012 are disclosed below in “Note 5—Financial Instruments” in the notes to the consolidated and combined financial statements. 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, net on our 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.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are generally due within 30 days and are recorded net of an allowance for doubtful accounts. We consider accounts outstanding longer than the contractual payment terms as past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole.

Property and Equipment, Including Website and Software Development Costs

We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs incurred during the application development stage related to the development of websites and internal use software. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. We expense costs related to the planning and post-implementation phases of software and website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized.

We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized software and website development and furniture and other equipment. We depreciate leasehold improvement using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.

Leases

We lease facilities in several countries around the world and certain equipment under non-cancelable lease agreements. The terms of some of the lease agreements provide for rental payments on a graduated basis. Rent expense is recognized on a straight-line basis over the lease period and accrued as rent expense incurred but not paid.

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Goodwill:

We account for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. We assess goodwill, which is not amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment). We have one reportable segment. The segment is determined based on how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance.

In the evaluation of goodwill for impairment, we first perform a qualitative assessment to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of the reporting unit is less than the carrying amount. If we determine that it is not more likely than not that the fair value of the goodwill is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and we proceed to step two of the impairment analysis. In step two of the analysis, we will record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise.

Indefinite-Lived Intangible Assets:

Intangible assets that have indefinite lives are not amortized and are tested for impairment annually on October 1, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Similar to the qualitative assessment for goodwill, we may assess qualitative factors to determine if it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If we determine that it is not more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, we compare the fair value of the indefinite-lived asset with its carrying amount. If the carrying value of an individual indefinite-lived intangible asset exceeds its fair value, the individual asset is written down by an amount equal to such excess. The assessment of qualitative factors is optional and at our discretion. We may bypass the qualitative assessment for any indefinite-lived intangible asset in any period and resume performing the qualitative assessment in any subsequent period.

As part of our qualitative assessment for our 2012 impairment analysis , the factors that we considered for our goodwill and indefinite-lived intangible assets included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) comparison of our current financial performance to historical and budgeted results, (f) changes in excess market capitalization over book value based on our current common stock price and latest consolidated balance sheet, and (g) comparison of the excess of the fair value of our of trade names and trademarks to the carrying value of those same assets, using the results of our most recent quantitative assessment. After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined for our goodwill and indefinite-lived intangible assets that it was more likely than not that these assets were not impaired.

Since the annual impairment tests in October 2012, there have been no events or changes in circumstances to indicate any potential impairment to goodwill or our indefinite lived intangible assets. In the event that future circumstances indicate that any portion of our goodwill or our indefinite-lived intangibles is impaired, an impairment charge would be recorded.

Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets

Intangible assets with definite lives and other long-lived assets are carried at cost and are amortized on a straight-line basis over their estimated useful lives of two to ten years. We review the carrying value of long-lived assets or asset groups, including property and equipment, to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable.

Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we assess the recoverability of the asset by determining if the carrying value of the asset exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the asset over the remaining economic life of the asset. If the recoverability test indicates that the carrying value of the asset is not recoverable, we will estimate the fair value of the asset using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset’s carrying amount and its estimated fair value. We have not identified any circumstances that would warrant an impairment assessment as of December 31, 2012.

Income Taxes

We compute and account for our income taxes on a stand-alone basis. We record income taxes under the liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates.

We recognize in our consolidated and combined financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position.

Foreign Currency Translation and Transaction Gains and Losses

Certain of our operations outside of the United States use the related local currency as their functional currency. We translate revenue and expense at average rates of exchange during the period. We translate assets and liabilities at the rates of exchange as of the consolidated balance sheet dates and include foreign currency translation gains and losses as a component of accumulated other comprehensive income. Due to the nature of our operations and our corporate structure, we also have subsidiaries that have transactions in foreign currencies other than their functional currency. We record transaction gains and losses in our consolidated and combined statements of operations related to the recurring re-measurement and settlement of such transactions. Accordingly, we have recorded foreign exchange losses of $3.2 million, 1.0 million and $1.6 million for the years ended December 31, 2012, 2011 and 2010, respectively, in Other, net.

Advertising Expense

We incur advertising expense consisting of traffic generation costs from search engines and Internet portals, other online and offline advertising expense, promotions and public relations to promote our brands. We expense the costs associated with advertisements in the period in which the advertisement takes place. For the years ended December 31, 2012, 2011 and 2010, our advertising expense was $175.0 million, $135.6 million, and $86.3 million, respectively.

Stock-Based Compensation

TripAdvisor Equity Grants Assumed at Spin-Off

All stock-based compensation included in our consolidated and combined financial statements prior to the Spin-Off relates to Expedia common stock options and restricted stock units (“RSUs”) held by TripAdvisor employees prior to the Spin-Off. The following methods were used to measure the fair value of these awards and we will continue to amortize the fair value thereof as follows for all pre-Spin-Off equity grants:

Stock Options. The value of stock options issued or modified, including unvested options assumed in acquisitions, on the grant date (or modification or acquisition dates, if applicable) were measured at fair value, using the Black-Scholes option valuation model. The Black-Scholes model incorporates various assumptions including expected volatility, expected term, dividend yield and risk-free interest rates. The expected volatility was based on historical volatility of Expedia’s common stock and other relevant factors. The expected term assumptions were based on historical experience and on the terms and conditions of the stock awards granted to employees. We will continue to amortize the fair value, net of estimated forfeitures, over the remaining vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. The majority of these stock options vest over four years.

Restricted Stock Units. RSUs are stock awards granted to employees entitling the holder to shares of common stock as the award vests, typically over a five-year period. RSUs were measured at fair value based on the number of shares granted and the quoted price of Expedia’s common stock at the date of grant. We will continue to amortize the fair value of these awards, net of estimated forfeitures, as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

TripAdvisor Equity Grants Awards Issued Subsequent to the Spin-Off

We adopted the TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan, or the 2011 Incentive Plan, as of December 21, 2011, under which we may grant restricted stock, restricted stock awards, RSUs, stock options and other stock-based awards to our directors, officers, employees and consultants. Refer to “Note 4—Stock Based Awards and Other Equity Instruments” below for further information on the 2011 Incentive Plan and our stock based award activity.

Stock Options. 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 year ended December 31, 2012 had a term of ten years from the date of grant and generally vest over a four-year period.

The estimated fair value of the options granted under the 2011 Incentive Plan to date, have been 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 any dividends on our common stock to date.

We amortize the fair value, net of estimated forfeitures, as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

Restricted Stock Units. RSUs are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests. RSUs are measured at fair value based on the number of shares granted and the quoted price of our common stock at the date of grant. We amortize the fair value, net of estimated forfeitures, as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

Performance-based stock options and RSUs vest upon achievement of certain company-based performance conditions and a requisite service period. On the date of grant, the fair value of performance-based awards is determined based on the fair value, which is calculated using the same method as our service based stock options and RSUs described above. We then assess whether it is probable that the performance targets would be achieved. If assessed as probable, compensation expense will be recorded for these awards over the estimated performance period on a straight-line basis. At each reporting period, we will reassess the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets.

Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. We have considered many factors when estimating expected forfeitures, including our historical attrition rates, the employee class and historical experience. The estimate of stock awards that will ultimately be forfeited requires significant judgment and, to the extent that actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period such estimates are revised.

Certain Risks and Concentrations

Our business is subject to certain risks and concentrations including dependence on relationships with our customers. We are highly dependent on our advertising and media relationship with Expedia, (see “Note 16—Related Party Transactions”), which accounted for approximately 27%, 33% and 35% of our total revenue in 2012, 2011 and 2010, respectively. In addition, another customer accounted for approximately 21%, 16% and 11% of our revenue in 2012, 2011 and 2010, respectively. As of December 31, 2012 and 2011, there were no customers that accounted for 10% or more of our trade receivables.

Contingent Liabilities

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated and combined statements of operations. We provide disclosure in the notes to the consolidated and combined financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated and combined financial statements.

Comprehensive Loss

Comprehensive loss consists of net income (loss), cumulative foreign currency translation adjustments, and unrealized gains and losses on available-for-sale securities, net of tax.

Earnings per Share (EPS)

As discussed above in “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 year ending ended December 31, 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 year ended December 31, 2012.

For the year ended December 31, 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 prior to the Spin-Off, plus the weighted average of any additional shares issued and outstanding following the Spin-Off date through December 31, 2011.

For the year ended December 31, 2010, 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 year ended December 31, 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 year ended December 31, 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, stock warrants and the vesting of restricted stock units using the treasury stock method during the year ended December 31, 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.

For the year ended December 31, 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, (ii) the weighted average of any additional shares issued and outstanding shares outstanding following the Spin-Off date through December 31, 2011, 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, stock warrants and the vesting of restricted stock units using the treasury stock method during the year ended December 31, 2011, 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. We treated all outstanding equity awards assumed at Spin-Off as if they were granted as of the Spin-Off and we included them in our diluted earnings per share calculation for the year ended December 31, 2011, based on the number of days they were outstanding.

For the year ended December 31, 2010, 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.

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

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


	During the Year Ended December 31,
	2012		2011		2010
Numerator:
Net income attributable to TripAdvisor, Inc.	$	194,069	$	177,677	$	138,776
Denominator:
Weighted average shares used to compute Basic EPS		139,462		133,461		133,461
Effect of dilutive securities:
Stock options		1,207		1,164		—
RSUs		161		240		—
Stock warrants		511		—		—

Weighted average shares used to compute Diluted EPS		141,341		134,865		133,461

Basic EPS	$	1.39	$	1.33	$	1.04
Diluted EPS	$	1.37	$	1.32	$	1.04

The following potential common shares related to stock options, stock warrants 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):


	During the Year Ended December 31,
	2012(1)(2)		2011(2)		2010
Stock options		3,944		2,261		—
RSUs		21		80		—
Warrants		—		8,047		—

Total		3,965		10,388		—

(1)

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

(2)

These totals do not include performance based RSUs representing the right to acquire 200,000 and 400,000 shares of common stock at December 31, 2012 and 2011, respectively, for which all targets required to trigger vesting have not been achieved; 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.

Recently Adopted Accounting Pronouncements

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. Accordingly, we have adopted the presentation requirements of ASU 2012-02 during the fourth quarter of 2012. The adoption of ASU 2012-02 did not have a material impact on our consolidated and combined financial statements.

New Accounting Pronouncements Not Yet Adopted

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.

Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

ACQUISITIONS

NOTE 3: ACQUISITIONS

During the years ended December 31, 2012, 2011, and 2010, we acquired a number of companies including various online travel media content companies. The following table summarizes the allocation of the purchase price for those years:


	2012		2011			2010
	(In thousands)
Goodwill	$	3,043	$	6,390		$	40,703
Intangible assets with definite lives (1)		—		1,642			8,148
Net assets (liabilities) (2)		7		(16	)		(3,580	)

Total (3)	$	3,050	$	8,016		$	45,271

(1)	The weighted average life of acquired intangible assets during 2011 and 2010 was 2.8 years, and 6.2 years, respectively.

(2)	Includes cash acquired of $0 million, $0.1 million and $2 million during 2012, 2011 and 2010, respectively.

(3)	All outstanding purchase contingencies have been paid.

The purchase price allocation of the 2012 acquisition is preliminary and subject to revision as more information becomes available, but in any case will not be revised beyond 12 months after the acquisition date and any change to the fair value of net assets acquired will lead to a corresponding change to the purchase price allocable to goodwill, which is not tax deductible, on a retroactive basis. The results of operations of each of the acquired businesses have been included in our consolidated and combined results from each transaction closing date forward. We did not have any material acquisitions, individually or in the aggregate, during the years 2012, 2011 and 2010; therefore no pro-forma results have been provided.

During 2011, we paid $13 million of contingent purchase consideration under prior acquisitions. The amount in 2011 represented an earn-out payment, of which approximately $10 million and $3 million are recorded to financing activities and operating activities, respectively, in the consolidated and combined statement of cash flows. All contingent consideration accrued and paid was calculated based on the financial performance of the acquired entity to which it relates.

In addition to the acquisitions listed in the above table, in October 2011, we purchased a subsidiary in China from Expedia for $37 million, or $28 million net of acquired cash. This acquisition was accounted for as a common control transaction, with net liabilities recorded at a carrying value of $4 million, including an additional $7 million of short term borrowings from the Chinese Credit Facilities (refer to “Note 8—Debt” below for further information on the Chinese Credit Facilities). No goodwill or other intangibles were recorded as a result of this acquisition and no contingent payments are outstanding. The difference between the purchase price and the carrying value of the net liabilities was recorded to additional paid in capital. The results of operations from this business are included in our consolidated and combined results from the transaction closing date.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7659399&loc=d3e1383-128463

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-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 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph F4
-Subparagraph e
-Appendix F

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-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 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-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.

Stock Based Awards and Other Equity Instruments [Abstract]

Stock Based Awards and Other Equity Instruments

12 Months Ended

Dec. 31, 2012

STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

NOTE 4: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

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

For the years ended December 31, 2012, 2011, and 2010, we recognized total stock-based compensation expense of $30.1 million, $17.3 million, and $7.2 million, respectively. The total income tax benefit related to stock-based compensation expense was $10.6 million, $6.5 million, and $2.0 million for the years ended December 31, 2012, 2011, and 2010, respectively.

Stock Based Awards prior to the Spin-Off from Expedia

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. In connection with 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.

This resulted in a modification to the number of shares subject to each option and the option exercise prices, which were both based on the relative market capitalization of Expedia and TripAdvisor as of the date of the Spin-Off. These modifications resulted in a one-time expense of $8.0 million, the majority of which was recorded to general and administrative expense, primarily due to the modification of vested stock options that remained unexercised at the date of 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 year ended December 31, 2012, prior to their expiration date of May 7, 2012. Refer to “2012 Stock Warrant Activity,” below, for a discussion of warrant activity during the year ended December 31, 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 have been converted into a maximum of 8,046,698 shares of our common stock without any further adjustments to the Warrant Agreement.

The summary of the material terms of the Warrant Agreement set forth above is qualified in its entirety by the full text of the Warrant Agreement, which is incorporated by reference in this Annual Report on Form 10-K as Exhibit 4.1.

Stock Based Awards Subsequent to the Spin-Off from Expedia

TripAdvisor, Inc. 2011 Stock and Annual 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 below. 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 this Annual Report on Form 10-K as Exhibit 4.3. The purpose of the 2011 Incentive Plan is to give us a competitive advantage in attracting, retaining and motivating officers and employees and to provide us with the ability to provide incentives more directly linked to the profitability of our businesses and increases in stockholder value. Under the terms of the 2011 Incentive Plan, we are authorized to grant incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units (RSUs) and other stock based awards to full and part-time employees of the Company and its subsidiaries or affiliates, where legally eligible to participate, as well as consultants and non-employee directors of the Company, its subsidiaries and affiliates. The 2011 Incentive Plan will govern TripAdvisor options and TripAdvisor RSUs that have converted from existing Expedia options and Expedia RSUs in connection with the Spin-Off as well as other award grants made following the Spin-Off pursuant to the 2011 Incentive Plan.

The 2011 Incentive Plan authorizes the issuance of up to 10,000,000 shares of TripAdvisor Common Stock pursuant to new awards under the 2011 Incentive Plan, plus shares to be granted pursuant to the assumption of outstanding adjusted awards. During a calendar year, no single participant may be granted (a) stock options covering in excess of 3,000,000 shares of TripAdvisor Common Stock, or (b) restricted stock or RSUs, intended to qualify under Section 162(m) (4)(C) of the Code, covering in excess of 2,000,000 shares of TripAdvisor common stock; provided, however, that adjusted awards will not be subject to these limitations. The maximum number of shares of TripAdvisor common stock that may be granted pursuant to stock options intended to be incentive stock options within the meaning of Section 422 of the Code is 7,000,000 shares.

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 year ended December 31, 2012 have a term of ten years from the date of grant and generally vest over a four-year requisite service period.

During the year ended December 31, 2012, we have issued 3,650,814 of primarily service based stock options under the 2011 Incentive Plan with a weighted average estimated grant-date fair value per option of $20.36. During the year ended December 31, 2011, we did not grant any stock options under the 2011 Incentive Plan. We will amortize the fair value of the 2012 grants, net of estimated forfeitures, as stock-based compensation expense over the vesting term of generally four years on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

A summary of the status and activity for stock option awards relating to our common stock for the year ended December 31, 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		3,651		39.79
Exercised		1,151		14.09			$	25,074
Cancelled		421		29.42

Options outstanding at December 31, 2012		8,654	$	31.41		5.7	$	92,083

Exercisable as of December 31, 2012		3,329	$	27.23		3.1	$	49,016

Vested and expected to vest after December 31, 2012		7,655	$	30.65		5.7	$	86,121

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 December 31, 2012 was $41.92.

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:


	2012
Risk-free interest rate		1.03	%
Expected volatility		53.46	%
Expected life (in years)		6.21
Dividend yield		—
Weighted-average estimated fair value of options granted during the year	$	20.36

No stock options were granted under the 2011 Incentive Plan in the years ending December 31, 2011 and 2010.

2012 RSU Activity

During the year ended December 31, 2012, we issued 85,144 RSUs under the 2011 Incentive Plan for which the fair value was measured based on the quoted price of our common stock. The weighted average estimated grant-date fair value per RSU was $35.76. We will amortize the fair value of the 2012 grants, net of estimated forfeitures, as stock-based compensation expense over the weighted average remaining vesting term of 2.0 years on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

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		85		35.76
Vested and released (1)		548		17.17
Cancelled		17		26.78

Unvested RSUs outstanding as of December 31, 2012 (2)		446	$	26.11

(1)	Inclusive of 190,856 RSUs withheld to satisfy minimum tax withholding requirements.

(2)	Included in RSUs outstanding at December 31, 2012 are 200,000 performance based RSUs for which vesting is tied to achievement of performance targets and a requisite service period.

2012 Stock Warrant Activity

During the year ended December 31, 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 December 31, 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 December 31, 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)	$	59,686	$	4,486
Weighted average period remaining (in years)		3.0		1.8

All shares of common stock issued in respect of the exercise of options or other equity awards granted under the 2005 Stock and Annual Incentive Plan and 2011 Incentive Plan since Spin-Off have been issued from authorized, but unissued common stock.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-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
-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 Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-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.

Property and Equipment, Net [Abstract]

Financial Instruments

12 Months Ended

Dec. 31, 2012

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

NOTE 5: FINANCIAL INSTRUMENTS

Cash, Cash Equivalents and Marketable Securities

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


	December 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Long-Term Marketable Securities
Cash	$	141,460	$	—	$	—		$	141,460	$	141,460	$	—	$	—
Level 1:
Money market funds		215,052		—		—			215,052		215,052		—		—

Subtotal		356,512		—		—			356,512		356,512		—		—

Level 2:
U.S. agency securities		13,634		4		(3	)		13,635		—		7,635		6,000
Commercial paper		48,710		15		(22	)		48,703		9,999		38,704		—
Corporate securities		162,050		12		(180	)		161,882		1,004		67,630		93,248
Municipal securities		5,003		—		(2	)		5,001		—		5,001		—

Subtotal		229,397		31		(207	)		229,221		11,003		118,970		99,248

Total	$	585,909	$	31	$	(207	)	$	585,733	$	367,515	$	118,970	$	99,248


	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Long-Term Marketable Securities
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	$	—	$	—

Our cash and cash equivalents consist of cash on hand in global financial institutions, money market funds and marketable securities, with maturities of 90 days or less at the date purchased. The remaining maturities of our long-term marketable securities range from one to three years and our short-term marketable securities include maturities that were greater than 90 days at the date purchased and have 12 months or less remaining at December 31, 2012.

We classify our cash equivalents and marketable securities within Level 1 and Level 2 as we value our cash equivalents and marketable securities using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we used to measure the fair value of money market funds were derived from quoted prices in active markets for identical assets or liabilities. Fair values for our U.S. agency securities, commercial paper, corporate securities and municipal securities and corporate notes are considered “Level 2” valuations because they are obtained from pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets.

There were no sales of our marketable securities for the years ending December 31, 2012, 2011 and 2010.

As of December 31, 2012, we have marketable securities with a total fair value of $200.0 million in a total gross unrealized loss position of $0.2 million. We consider the declines in market value of our marketable securities investment portfolio to be temporary in nature and do not consider any of our investments other-than-temporarily impaired. 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 the our intent to sell, or whether it is more likely than not we will be required to sell the investment before recovery of the investment’s cost basis. During the years ended December 31, 2012, 2011 and 2010, we did not recognize any impairment charges. We did not have any investments in marketable securities that were in a continuous unrealized loss position for 12 months or greater at December 31, 2012 or 2011.

Derivative Financial Instruments

In the normal course of business, we are exposed to the impact of foreign currency fluctuations, which we attempt to 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 derivative instruments are typically short-term in nature.

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 net realized and unrealized loss in Other, net of $0.7 million for the year ended December 31, 2012 related to our forward contracts in our consolidated and combined statement of operations. The net cash received or paid related to our derivative instruments are classified as operating in our consolidated and combined statements of cash flows, which is based on the objective of the derivative instruments. No derivative instruments were entered into or settled during the years ended December 31, 2011 and 2010.

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:


				December 31, 2012
	Balance Sheet Caption			Fair Value of Derivative (2)				U.S. Dollar Notional
($ in thousands)				Asset		Liability
Foreign exchange-forward contracts (current)		Accrued and other current liabilities	(1)	$	—	$	$64	$	2,710

(1)	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, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets.

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 consolidated balance sheets as of December 31, 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.

In addition during 2012 we had a redeemable noncontrolling interest which was considered a Level 3 liability. The total liability balance at December 31, 2012 and December 31, 2011 is $0 and $3.9 million respectively, and is included in redeemable noncontrolling interests in the mezzanine section of the consolidated balance sheets. Refer to “Note 14—Redeemable Noncontrolling Interest’ below for additional information.

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

Property and Equipment, Net

12 Months Ended

Dec. 31, 2012

PROPERTY AND EQUIPMENT, NET

NOTE 6: PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:


	December 31,
	2012			2011
	(In thousands)
Capitalized software and website development	$	48,527		$	46,878
Leasehold improvements		14,244			12,924
Computer equipment		13,174			11,638
Furniture and other equipment		5,276			5,267

		81,221			76,707
Less: accumulated depreciation		(37,626	)		(43,391	)
Projects in progress		207			1,438

Property and equipment, net	$	43,802		$	34,754

As of December 31, 2012 and 2011, our recorded capitalized software and website development costs, net of accumulated amortization, were $28.4 million and $21.0 million, respectively. For the years ended December 31, 2012 and 2011, we capitalized $20.2 million and $16.3 million, respectively, related to software and website development costs. For the years ended December 31, 2012, 2011 and 2010, we recorded amortization of capitalized software and website development costs of $12.8 million, $12.4 million and $8.1 million, respectively, which is included in depreciation expense on our consolidated and combined statement of operations.

During the year ended December 31, 2012, we retired property and equipment, primarily capitalized software and website development, which were no longer in use with a total cost of $25.4 million and associated accumulated depreciation of $25.2 million, resulting in a loss of $0.2 million included in Other, net on the consolidated and combined statement of operations.

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

Goodwill and Intangible Assets, Net [Abstract]

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2012

GOODWILL AND INTANGIBLE ASSETS, NET

NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET

The following table presents the changes in goodwill for the years ended December 31:


	2012		2011
	(In thousands)
Beginning balance as of January 1	$	466,892	$	460,610
Additions		3,043		6,390
Foreign exchange translation adjustment		1,749		(108	)

Ending balance as of December 31	$	471,684	$	466,892

In 2012 and 2011, the additions to goodwill relate to our acquisitions. See “Note 3—Acquisitions,” above for further information. Refer to “Note 2—Significant Accounting Policies,” above for a discussion of our annual goodwill impairment assessment.

Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following for the years ended December 31:


	2012			2011
	(In thousands)
Intangible assets with definite lives	$	21,382		$	89,323
Less: accumulated amortization		(13,492	)		(75,593	)

Intangible assets with definite lives, net		7,890			13,730
Intangible assets with indefinite lives		30,300			30,300

	$	38,190		$	44,030

Amortization expense was $6.1 million, $7.5 million, and $14.6 million, respectively, for the years ended December 31, 2012, 2011 and 2010. Included within amortization expense for 2010 was a charge of approximately $4 million related to changes in the estimated amount of contingent purchase consideration, which was paid during 2011. In 2011 this amount was not material.

Our indefinite-lived assets relate to trade names and trademarks acquired in various acquisitions. Refer to “Note 2—Significant Accounting Policies” above for a discussion of our annual indefinite-lived intangible asset impairment assessment.

The following table presents the components of our intangible assets with definite lives as of December 31, 2012 and 2011:


			December 31, 2012							December 31, 2011
	Weighted Ave Remaining Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
			(In thousands)							(In thousands)
Trade names and trademarks		4.2	$	14,431	$	(9,029	)	$	5,402	$	17,030	$	(9,104	)	$	7,926
Subscriber relationships		1.5		5,617		(3,511	)		2,106		19,290		(14,470	)		4,820
Technology and other		1.0		1,334		(952	)		382		53,003		(52,019	)		984

Total		3.3	$	21,382	$	(13,492	)	$	7,890	$	89,323	$	(75,593	)	$	13,730

During the year ended December 31, 2012, our gross carrying amount and accumulated amortization was reduced by a total of $68.4 million due to asset retirements related to fully amortized intangibles, which consisted of trade names and trademarks of $2.8 million, subscriber relationships of $13.9 million and technology and other of $51.7 million. The retirement of these assets had no net impact on our consolidated and combined financial statements.

The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2012, assuming no subsequent impairment of the underlying assets, is as follows, in thousands:


2013	$	3,966
2014		2,204
2015		328
2016		310
2017		310
2018 and thereafter		772

Total	$	7,890

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

Debt

12 Months Ended

Dec. 31, 2012

Debt [Abstract]

DEBT

NOTE 8. 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 December 31, 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 was repayable in quarterly installments on the last day of each calendar quarter in 2012 equal to 1.25% of the original principal amount, with $20 million paid during the year ended December 31, 2012. Principal payments 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 December 31, 2012 there are no outstanding borrowings under our Revolving Credit Facility.

During the years ended December 31, 2012 and 2011, we recorded total interest and commitment fees related to our Credit Agreement of $8.7 million and $0.3 million, respectively, to interest expense on our consolidated statement of operations. All unpaid interest and commitment fee amounts as of December 31, 2012 and 2011 were not material.

In connection with the Credit Agreement, we incurred debt financing costs totaling $3.5 million, which were capitalized as deferred financing costs. Approximately $0.8 million, recorded in other current assets, and approximately $ 1.8 million, reported in other long term assets, remain on the consolidated balance sheet as of December 31, 2012, net of amortization. Total amortization expense of $ 0.9 million was recorded for the year ended December 31, 2012. These costs will continue to be amortized over the remaining term of the Term Loan using the effective interest rate method and will be included in interest expense on the consolidated and combined statement of operations.

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


	December 31, 2012
Short-Term Debt:
Revolving Credit Facility	$	—
Term Loan		40,000

Total Short-Term Borrowings	$	40,000

Long-Term Debt:
Term Loan	$	340,000

Total Long-Term Borrowings	$	340,000

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


Year Ending December 31,	Payment Amount
2013	$	40,000
2014	$	40,000
2015	$	40,000
2016	$	260,000

Total	$	380,000

Prepayments

We may voluntarily repay any outstanding borrowing under the Credit Agreement at any time without premium or penalty, other than customary breakage costs with respect to eurocurrency loans.

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 December 31, 2012 we believe we are in compliance with all of our debt covenants.

The full text of the Credit Agreement is incorporated by reference in this Annual Report on Form 10-K as Exhibit 4.2.

Chinese Credit Facilities

In addition to our borrowings under the Credit Agreement, we maintain our Chinese Credit Facilities. As of December 31, 2012 and 2011, we had $32.1 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 is currently subject to review on a periodic basis with no specific expiration period. During the year ended December 31, 2012, this credit line was increased to RMB 189,000,000 (approximately $30 million). We currently have $21.8 million of outstanding borrowings from this credit facility as of December 31, 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 December 31, 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 $10.3 million of outstanding borrowings from this credit facility as of December 31, 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 December 31, 2012.

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.

Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

INCOME TAXES

NOTE 9: INCOME TAXES

The following table presents a summary of our domestic and foreign income before income taxes:


	Year Ended December 31,
	2012		2011		2010
	(In thousands)
Domestic	$	133,361	$	121,100	$	121,964
Foreign		148,614		150,794		102,451

Total	$	281,975	$	271,894	$	224,415

The following table presents a summary of the components of our provision for income taxes:


	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Current income tax expense:
Federal	$	55,877		$	49,736		$	42,568
State		5,927			7,818			13,490
Foreign		30,543			37,480			30,056

Current income tax expense		92,347			95,034			86,114
Deferred income tax (benefit) expense:
Federal		(3,113	)		216			972
State		(347	)		148			(215	)
Foreign		(1,500	)		(1,295	)		(1,410	)

Deferred income tax (benefit) expense:		(4,960	)		(931	)		(653	)

Provision for income taxes	$	87,387		$	94,103		$	85,461

For all periods presented, current and deferred tax expense has been computed using our stand-alone effective rate. As of December 31, 2012, our current income tax receivable and income tax payable balances represent amounts that we will receive and pay, respectively, to the Internal Revenue Service and other tax authorities.

For all periods prior to and through the Spin-Off date, we were a member of the Expedia consolidated tax group. Accordingly, Expedia filed a consolidated federal income tax return and certain state income tax returns with us for that period. Expedia will pay the entire income tax liability associated with these filings. As such, our estimated income tax liability for this period was transferred to Expedia upon Spin-Off and is not included in income taxes payable as of December 31, 2011. Under the terms of the Tax Sharing Agreement, Expedia can make certain elections in preparation of these tax returns which may change the amount of income taxes we owe for the period after the Spin-Off. Additionally, due to continuing ownership and business relationships after the Spin-Off, we may be considered to have a unitary relationship with Expedia from January 1, 2012 through December 11, 2012 for state income tax purposes. Consequently, we may file as part of a unitary combined group with Expedia for certain state tax returns for 2012.

Our deferred tax assets and deferred tax liabilities as of December 31, 2012 and 2011 are as follows:


	December 31,
	2012			2011
	(In thousands)
Deferred tax assets:
Stock-based compensation	$	21,605		$	17,596
Net operating loss carryforwards		15,005			9,415
Provision for accrued expenses		6,824			5,950
Other		4,298			4,597

Total deferred tax assets		47,732			37,558
Less valuation allowance		(11,677	)		(9,239	)

Net deferred tax assets	$	36,055		$	28,319

Deferred tax liabilities:
Intangible assets	$	(28,205	)	$	(26,699	)
Property and equipment		(10,313	)		(10,059	)
Prepaid expenses		(2,087	)		(923	)
Other		—			(148	)

Total deferred tax liabilities	$	(40,605	)	$	(37,829	)

Net deferred tax liability	$	(4,550	)	$	(9,510	)

At December 31, 2012, we had federal, state and foreign net operating loss carryforwards (“NOLs”) of approximately $ 10.0 million, $7.3 million and $49.3 million. If not utilized, the federal and state NOLs will expire at various times between 2020 and 2032 and the foreign NOLs will expire at various times between 2012 and 2017.

At December 31, 2012, we had a valuation allowance of $11.7 million related to the portion of net operating loss carryforwards and other items for which it is more likely than not that the tax benefit will not be realized. This amount represented an overall increase of $2.4 million over the amount recorded as of December 31, 2011.

This increase represented an increase in valuation allowances on foreign net operating losses of $4.9 million and decreases in domestic valuation allowances of $2.5 million. This domestic valuation allowance decrease was in connection with our acquisition of the non-controlling interest in one of our subsidiaries. As a result of this transaction, the subsidiary will meet the requirements for being included in our consolidated federal income tax return. Due to certain limitations in the Internal Revenue Code, this subsidiary’s net operating losses cannot be used to reduce the taxable income of other members of the consolidated group. Therefore, as required by GAAP, we considered prudent, feasible tax planning strategies, within management’s control, that could be successfully implemented to allow utilization of these losses.

We have not provided for deferred U.S. income taxes on undistributed earnings of certain foreign subsidiaries that we intend to reinvest permanently outside the United States; the total amount of such earnings as of December 31, 2012 and 2011 was $371.6 million and $258.0 million, respectively. Should we distribute or be treated under certain U.S. tax rules as having distributed earnings of foreign subsidiaries in the form of dividends or otherwise, we may be subject to U.S. income taxes. Due to complexities in tax laws and various assumptions that would have to be made, it is not practicable at this time to estimate the amount of unrecognized deferred U.S. taxes on these earnings.

A reconciliation of the provision for income taxes to the amounts computed by applying the statutory federal income tax rate to income before income taxes is as follows:


	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Income tax expense at the federal statutory rate of 35%	$	98,691		$	95,163		$	78,545
Foreign rate differential		(25,069	)		(15,319	)		(6,947	)
State income taxes, net of effect of federal tax benefit		5,581			4,240			7,716
Unrecognized tax benefits and related interest		4,853			2,570			1,920
Non-deductible transaction costs		—			2,426			—
Change in valuation allowance		2,535			3,451			3,639
Other, net		796			1,572			588

Provision for income taxes	$	87,387		$	94,103		$	85,461

During the fourth quarter of 2012, we restructured our non-US operations to align our global structure for more efficient treasury management and global cash deployment. As a result, and due to the continued expansion of our non-US operations, we expect our effective tax rate to continue to decrease.

During 2011, the Singapore Economic Development Board accepted our application to receive a tax incentive under the International Headquarters Award. This incentive provides for a reduced tax rate on qualifying income of 5% as compared to Singapore’s statutory tax rate of 17% and is conditional upon our meeting certain employment and investment thresholds. This agreement is set to expire on June 30, 2016, with the ability to extend for another five years. This benefit resulted in a decrease to the 2012 tax provision of $4.3 million.

By virtue of previously filed consolidated income tax returns filed with Expedia, we are routinely under audit by federal, state and foreign tax authorities. We are currently under an IRS audit for the 2009 and 2010 tax years, and have various ongoing state income tax audits. As of December 31, 2012, no material assessments have resulted from these audits. These audits include questioning the timing and the amount of income and deductions and the allocation of income among various tax jurisdictions. Annual tax provisions include amounts considered sufficient to pay assessments that may result from the examination of prior year returns. We are no longer subject to tax examinations by tax authorities for years prior to 2005.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows:


	2012			2011		2010
	(In thousands)
Balance, beginning of year	$	12,900		$	6,342	$	2,672
Increases to tax positions related to the current year		11,854			5,631		3,913
Increases to tax positions related to the prior year		540			927		2,123
Reductions due to lapsed statute of limitations		—			—		(2,366	)
Decreases to tax positions related to the prior year		—			—		—
Settlements during current year		(1,245	)		—		—

Balance, end of year	$	24,049		$	12,900	$	6,342

As of December 31, 2012, we had $24.0 million of unrecognized tax benefits, which is classified as long-term and included in other long-term liabilities. Included in this balance at December 31, 2012 was $10.2 million of liabilities for uncertain tax positions that, if recognized, would decrease our provision for income taxes. We recognize interest and penalties related to our liabilities for uncertain tax positions in the provision for income taxes. During the years ended December 31, 2012, 2011, and 2010, we recognized $1.0 million of interest expense, net of federal benefit and penalties, related to our liabilities for uncertain tax positions. We estimate that none of these amounts will be paid within the next year.

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.

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2012

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 10: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2012		2011
	(In thousands)
Accrued salary, bonus, and related benefits	$	29,438	$	21,744
Accrued marketing costs (1)		11,941		6,194
Accrued charitable foundation payments (2)		6,757		109
Other		15,100		9,222

Total accrued expenses and other current liabilities	$	63,236	$	37,269

(1)	Reclassified amount for the year ended December 31, 2011 from accounts payable on the consolidated balance sheet to conform to current year presentation.

(2)	See “Note 12—Commitments and Contingencies” below for information regarding our charitable foundation.

Other Long-Term Liabilities

12 Months Ended

Dec. 31, 2012

Other Long Term Liabilities [Abstract]

OTHER LONG-TERM LIABILITIES

NOTE 11: OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following:


	December 31,
	2012		2011
	(In thousands)
Unrecognized tax benefits (1)	$	23,138	$	13,455
Other		2,425		2,497

Total other long-term liabilities	$	25,563	$	15,952

(1)	See “Note 9—Income Taxes” above for additional information on our unrecognized tax benefits. Amount includes accrued interest and penalties related to this liability.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12: COMMITMENTS AND CONTINGENCIES

We have commitments and obligations that include operating leases, purchase obligations and expected interest on long-term debt, which are not accrued on the consolidated balance sheet at December 31, 2012 but we expect to require future cash outflows and in some cases may be accelerated upon demand of a third party upon certain contingent events.

Office Lease Commitments

We have contractual obligations in the form of operating leases for office space for which we record the related expense on a monthly basis. Certain leases contain periodic rent escalation adjustments and renewal options. Rent expense related to such leases is recorded on a straight-line basis. Operating lease obligations expire at various dates with the latest maturity in June 2023. For the years ended December 31, 2012, 2011 and 2010, we recorded rental expense of $7.8 million, $6.0 million and $6.0 million, respectively.

We lease approximately 119,000 square feet for our corporate headquarters in Newton, Massachusetts, pursuant to a lease with an expiration date of April 2015. We also lease an aggregate of approximately 144,000 square feet at 21 other locations across North America, Europe and Asia Pacific, primarily for our international management teams, sales offices, and subsidiary headquarters, pursuant to leases with expiration dates through June 2023.

The following table presents our estimated future minimum rental payments under operating leases with non-cancelable lease terms that expire after December 31, 2012, in thousands:


2013	$	6,730
2014		5,312
2015		3,124
2016		1,279
2017 and thereafter		7,337

Total	$	23,782

Purchase Obligations

As of December 31, 2012, we had minimum non-cancelable purchase obligations with certain of our vendors, which we expect to utilize in the ordinary course of business.

The following table summarizes our material commitments and obligations as of December 31, 2012 and excludes amounts already recorded on the consolidated balance sheet:


			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(In thousands)
Operating leases	$	23,782	$	6,730	$	8,436	$	2,558	$	6,058
Purchase obligations		1,441		586		747		108		—
Expected interest payments on Term Loan (1)		25,029		7,519		12,566		4,944		—

Total (2)	$	50,252	$	14,835	$	21,749	$	7,610	$	6,058

(1)

The amounts included as expected interest payments on the Term Loan in this table are based on the current effective interest rate and payment terms as of December 31, 2012, but, could change significantly in the future. Amounts assume that our existing debt is repaid at maturity and do not assume additional borrowings or refinancings of existing debt.

(2)

In connection with the Spin-Off, we assumed Expedia’s obligation to fund a charitable foundation. The Board of Directors of the charitable foundation is currently comprised of Stephen Kaufer- President and Chief Executive Officer, Julie M.B. Bradley-Chief Financial Officer and Seth J. Kalvert- Senior Vice President, General Counsel and Secretary. Our obligation was calculated at 2.0% of OIBA in 2012 and is expected to be calculated at 2.0% of Adjusted EBITDA for subsequent years. For a discussion regarding OIBA and Adjusted EBITDA see “Note 17—Segment Information” below. This future commitment has been excluded from the table above.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contingencies:

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.

The entire disclosure for commitments and contingencies.

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.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

Employee Benefit Plans [Abstract]

EMPLOYEE BENEFIT PLANS

NOTE 13: EMPLOYEE BENEFIT PLANS

Prior to the Spin-Off from Expedia

Our U.S. employees were generally eligible to participate in Expedia’s retirement and savings plan (the “Expedia 401(k) Plan”) that qualified under Section 401(k) of the Internal Revenue Code until October 31, 2011. Our employees ceased to participate in this plan upon the creation of our new retirement and savings plan on November 1, 2011 described below. Within the Expedia 401(k) Plan, participating employees could contribute up to 50% of their pretax salary, but not more than statutory limits. We matched 50% of the first 6% of employee contributions to the plan for a maximum employer contribution of 3% of a participant’s eligible earnings. Our contributions vested with the employees after they completed two years of service. Participating employees had the option to invest in Expedia’s common stock, but there was no requirement for participating employees to invest their contribution or our matching contribution in Expedia’s common stock. Expedia also had various defined contribution plans for our international employees. Contributions to these benefit plans for our employees were $2 million and $1 million for the years ended December 31, 2011 and 2010, respectively.

Subsequent to Spin-Off from Expedia

TripAdvisor Retirement Savings Plan

Effective November 1, 2011, our U.S. employees were generally eligible to participate in a new retirement and savings plan, the TripAdvisor Retirement Savings Plan (the “401(k) Plan”), that qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is similar to and replaced the Expedia 401(k) Plan, allowing all employees to make contributions of a specified percentage of their compensation. Participating employees may contribute up to 50% of their pretax salary, but not more than statutory limits, and employee-participants age 50 or over may contribute an additional pre-tax salary deferral contribution to the 401(k) Plan up to the IRS Catch-Up Provision Limit. Employees may also contribute into the 401(k) Plan on an after-tax basis up to an annual maximum of 10%. The 401(k) Plan has an automatic enrollment feature at 3% pre-tax. We match 50% of the first 6% of employee contributions to the plan for a maximum employer contribution of 3% of a participant’s eligible earnings. The 401(k) Plan additionally allows certain employees to contribute amounts above the specified percentage, which are not subject to any employer match. Our contributions vest with the employee after the employee completes two years of service. Effective June 8, 2012 the 401(k) Plan permits certain after-tax Roth 401(k) contributions. Additionally at the end of the 401 (k) Plan year we may make an additional matching contribution to eligible participants. This additional discretionary matching employer contribution referred to as “true up” is limited to match only contributions up to 3% of eligible compensation.

We also have various defined contribution plans for our international employees. Our employee’s interests were rolled into the 401(k) Plan from the Expedia 401(k) Plan in connection with the creation of our new plan on November 1, 2011. Our contributions to the 401(k) Plan were not material for the period from November 1, 2011 through December 31, 2011 and $3.1 million for the year ended December 31, 2012.

TripAdvisor, Inc. Deferred Compensation Plan for Non-Employee Directors

On December 20, 2011, the TripAdvisor, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plan”) became effective. Under the Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of a financial institution selected in accordance with the terms of the Plan and applicable law. Upon termination of service as a director of TripAdvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.

Under the 2011 Incentive Plan, 100,000 shares of TripAdvisor common stock are available for issuance to non-employee directors. There has been no activity from the inception of the Plan through December 31, 2012.

The summary of the material terms of the Plan is qualified in its entirety by the full text of the Plan, which is incorporated by reference in the Annual Report on this Form 10-K as Exhibit 4.4.

The entire disclosure for pension and other postretirement benefits.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-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 Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-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 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-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 Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-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 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-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 87
-Paragraph 264
-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 132R
-Paragraph 5
-Subparagraph q
-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 FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-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 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-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 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-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 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-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 Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-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.

Redeemable Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interest

12 Months Ended

Dec. 31, 2012

REDEEMABLE NONCONTROLLING INTEREST

NOTE 14: REDEEMABLE NONCONTROLLING INTEREST

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

One of our acquisitions made during 2008 included a noncontrolling interest with certain rights whereby we could acquire, and the minority shareholders could 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 were used in determining fair value, including revenue growth rates and discount rates. Changes in these assumptions impacted the fair value. Changes in the fair value of the shares for which the minority shareholders could sell to us have been recorded to the redeemable noncontrolling interest with charges or credits to additional paid in capital. The final purchase price paid for the remaining noncontrolling interest subsidiary shares during the fourth quarter of 2012 was $22.3 million, which brought our ownership to 100% at December 31, 2012.

In addition, we have incurred stock based compensation for the year ending December 31, 2012 and 2011 of $3.3 million and $0.5 million, respectively related to stock option and RSU issuances which were 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 vested over a four-year requisite service period. In accordance with current accounting guidance on stock based compensation, we had classified these awards as liability awards and therefore marked the liability to market at each report date with stock based compensation expense recognized ratably over the vesting period. All outstanding stock options and RSU’s were accelerated and thus fully vested and expensed upon the liquidation event in the fourth quarter of 2012 as provided in the award agreements. As of December 31, 2012 we have no remaining redeemable noncontrolling interests.

A reconciliation of our redeemable noncontrolling interest is as follows (in thousands):


	Twelve months ended December 31, 2012			Twelve months ended December 31, 2011
Balance, beginning of period (1)	$	3,863		$	2,637
Net income attributable to noncontrolling interest		519			114
Fair value adjustments		14,617			571
Stock based compensation		3,305			541
Purchases of subsidiary shares at fair value		(22,304	)		—

Balance, end of period	$	—		$	3,863

(1)	The balance as of December 31, 2011 was reclassified from accrued expenses and other current liabilities to redeemable noncontrolling interest on the consolidated balance sheet to conform to current year presentation.

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.

Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 15—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 “Note 1—Organization and Basis of Presentation” above, 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 December 31, 2012, no preferred shares had been issued.

Share Repurchases

During the period January 1, 2012 through December 31, 2012, our Board of Directors did not authorize any share buyback program and we have not repurchased any shares of outstanding common stock. See “Note 18— Subsequent Events” below for information related to a share repurchase program approved by our Board of Directors subsequent to December 31, 2012.

Dividends

During the period January 1, 2012 through December 31, 2012, our Board of Directors did not declare any dividends on our outstanding common stock.

Spin-Off Adjustments to Invested Equity and Additional Paid-in Capital

The table below reflects the accounting treatment related to the formation of TripAdvisor and the transfer to us by Expedia of the post-Spin-Off net assets of TripAdvisor in 2011 after giving effect to the terms provided for in the separation agreement between Expedia and us (in thousands).


Invested equity prior to Spin-Off	$	693,447
Distribution to Expedia (1)		(405,516	)
Adjustment to distribution from Expedia (2)		7,028
Receivable from Expedia extinguished, net (3)		(1,525	)
Common shares issued (4)		(121	)
Class B shares issued (4)		(13	)

Beginning Additional-Paid-In-Capital	$	293,300

(1)	The transfer of $405.5 million in cash to Expedia in form of dividend, prior to our separation from Expedia.

(2)

Per the Separation Agreement, we were to retain $165 million in cash on hand immediately following the Spin-Off. The agreement also provided for a subsequent reconciliation process to ensure the appropriate amount was retained and all amounts in excess of $165 million were remitted to Expedia. The completion of this reconciliation resulted in TripAdvisor recording an additional receivable from Expedia of $7 million at December 31, 2011 which was subsequently received by us during 2012.

(3)	The extinguishment of domestic intercompany receivables from Expedia, including transfers of assets and liabilities at Spin-Off.

(4)

The reclassification of 120,661,020 shares of Expedia common stock and 12,799,999 shares of Expedia Class B common stock into, in part, shares of Expedia mandatory exchangeable preferred stock that automatically, immediately following the reclassification, exchanged into 120,661,020 shares of TripAdvisor Common Stock and 12,799,999 shares of TripAdvisor Class B common stock to effect the transfer of ownership of TripAdvisor from Expedia to Expedia’s shareholders based upon a ratio of one share of the respective class of TripAdvisor common stock for each share of the respective class of Expedia common stock and the number of Expedia common and Class B common shares outstanding as of December 20, 2011 after giving effect to the one-for-two reverse stock split of Expedia shares in connection with, and immediately prior to, the Spin-Off.

Accumulated Other Comprehensive Loss

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


	December 31,
	2012			2011
	(In thousands)
Net unrealized gain (loss) on securities, net of tax (1)	$	(104	)	$	—
Cumulative foreign currency translation adjustments (2)		(765	)		(2,710	)

Total accumulated other comprehensive income (losses)	$	(869	)	$	(2,710	)

(1)	Net of unrealized tax benefits of $72 for the year ended December 31, 2012.

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

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.

Reference 1: 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.(d),(e))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Section B
-Paragraph 7, 11A
-Chapter 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 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-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 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 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 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 21: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 22: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-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 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

RELATED PARTY TRANSACTIONS

Related Party Transactions

12 Months Ended

Dec. 31, 2012

NOTE 16: RELATED PARTY TRANSACTIONS

Expedia

Related-party revenue from Expedia of $203.8 million, $211.0 million and $171.1 million for the years ended December 31, 2012, 2011 and 2010, respectively, primarily consists 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. Related-party revenue represented 27%, 33% and 35% of our total revenue for the years ended December 31, 2012, 2011 and 2010, respectively.

Prior to the Spin-Off, our operating expenses included a related-party shared services fee, of $9.2 million and $7.9 million for the years ended December 31, 2011 and 2010, respectively, which was comprised of allocations from Expedia for accounting, legal, tax, corporate development, financial reporting, treasury and real estate functions and included an allocation of employee compensation within these functions. 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 $6.4 million, $4.3 million, and $1.2 million for the years ended December 31, 2012, 2011 and 2010, respectively, which primarily consisted of marketing expense for exit windows.

Related party net interest income (expense) of $0.5 million and ($0.2) million for the years ending December 31, 2011 and 2010 are reflected in the consolidated and combined statements of operations within interest income (expense), net and were primarily intercompany in nature, arising from the transfer of liquid funds between Expedia and us that occurred as part of Expedia’s treasury operations prior to the Spin-Off.

The net related party receivable balances with Expedia reflected in our consolidated balance sheets as of December 31, 2012 and 2011 were $24.0 million receivable and $14.1 million, respectively. In addition to the revenue and expense relationships described above, the change in the net related party receivable balance was also affected by our transfer of domestic cash receipts to Expedia during the periods prior to the Spin-Off offset by Expedia’s funding of our payroll and income tax payments as well as certain acquisitions. In connection with the Spin-Off, all domestic intercompany receivables/payables with Expedia were extinguished.

As discussed in “Note 1—Organization and Basis of Presentation” above, we transferred $405.5 million in cash to Expedia in the form of a dividend, prior to completion of the Spin-Off. Per the Separation Agreement we were to retain $165 million in cash on hand immediately following the Spin-off and the agreement also provided for a subsequent reconciliation process to ensure the appropriate amount was retained. The completion of this reconciliation resulted in us recording an additional receivable from Expedia of $7 million at December 31, 2011, which was subsequently received by us during 2012.

We were a guarantor of Expedia’s credit facility and outstanding senior notes. These guarantees were full, unconditional, joint and several, and were released upon Spin-Off.

Following the Spin-Off, as a result of the irrevocable proxy of Liberty Interactive Corporation (“Liberty”) described in more detail below under “—Liberty and Barry Diller”, Mr. Diller was effectively able to control the outcome of all matters submitted to a vote or for the consent of TripAdvisor’s stockholders (other than with respect to the election by the holders of TripAdvisor common stock of 25% of the members of TripAdvisor’s Board of Directors and matters as to which Delaware law requires a separate class vote). Additionally, Mr. Diller was the Chairman and Senior Executive of Expedia, and through similar arrangements between Mr. Diller and Liberty, Mr. Diller was effectively able to control the outcome of all matters submitted to a vote or for the consent of Expedia’s stockholders (other than with respect to the election by the holders of Expedia common stock of 25% of the members of Expedia’s Board of Directors and matters as to which Delaware law requires a separate class vote). As a result, from the completion of the Spin-Off until December 11, 2012, TripAdvisor and Expedia were related parties since they were under common control. On December 11, 2012, as a result of the purchase by Liberty of an aggregate of 4,799,848 shares of common stock of TripAdvisor from Mr. Diller and certain of his affiliates which is described in further detail below under “—Liberty and Barry Diller”, Expedia and TripAdvisor are no longer under common control. However, Expedia continues to be a related party to TripAdvisor due to Liberty’s ownership of Expedia stock.

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 have 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, had terms of up to one year. 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 in this Annual Report on Form 10-K 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. We continue to work together with Expedia pursuant to various commercial agreements between subsidiaries of TripAdvisor, on the one hand, and subsidiaries of Expedia, on the other hand.

Liberty and Barry Diller

On December 20, 2011, in connection with the Spin-Off, we entered into a governance agreement (the “Governance Agreement”) with Liberty Interactive Corporation (“Liberty”) and Barry Diller, our former Chairman of the Board of Directors and our Senior Executive. The summary of the material terms of the Governance Agreement are qualified in their entirety by the full text of the Governance Agreement, which is incorporated by reference on this Annual Report on Form 10-K as Exhibit 10.1. In addition, Liberty and Mr. Diller entered into a stockholders agreement, dated December 20, 2011 (the “Stockholders Agreement”), pursuant to which, among other things, Liberty granted to Mr. Diller an irrevocable proxy (the “Proxy”) with respect to all of TripAdvisor’s securities beneficially owned by Liberty on all matters submitted to a stockholder vote or by which the stockholders may act by written consent (other than with respect to contingent matters with respect to which Liberty had not consented).

By virtue of the Proxy, as well as through shares owned by Mr. Diller directly, Mr. Diller was effectively able to control the outcome of all matters submitted to a vote or for the consent of TripAdvisor’s stockholders (other than with respect to the election by the holders of TripAdvisor common stock of 25% of the members of TripAdvisor’s Board of Directors and matters as to which Delaware law requires a separate class vote). Additionally, Mr. Diller was the Chairman and Senior Executive of Expedia, and through similar arrangements between Mr. Diller and Liberty, Mr. Diller was effectively able to control the outcome of all matters submitted to a vote or for the consent of Expedia’s stockholders (other than with respect to the election by the holders of Expedia common stock of 25% of the members of Expedia’s Board of Directors and matters as to which Delaware law requires a separate class vote). As a result, from the completion of the Spin-Off until December 11, 2012, TripAdvisor and Expedia were related parties since they were under common control.

On December 11, 2012, Liberty purchased an aggregate of 4,799,848 shares of common stock of TripAdvisor from Mr. Diller and certain of his affiliates (the “Stock Purchase”). Effective upon completion of the Stock Purchase, Mr. Diller resigned as Chairman and the Senior Executive of TripAdvisor, but continues to serve as a non-employee director. As a result of the completion of the Stock Purchase: (i) the Stockholders Agreement has, in accordance with its terms, terminated, (ii) the Proxy has terminated and Mr. Diller no longer has the right to vote the shares of TripAdvisor common stock and Class B common stock beneficially owned by Liberty, and (iii) the Governance Agreement has, in accordance with its terms, terminated with respect to Mr. Diller and remains in effect with respect to Liberty and TripAdvisor.

Pursuant to the terms of the stock purchase agreement entered into by Liberty, Mr. Diller and certain of their affiliates in connection with the Stock Purchase, Liberty has agreed that, until the Director Expiration Date (as defined below), it will:

•

use its reasonable best efforts to cause Mr. Diller to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company,

•

vote, or act by written consent with respect to, any and all shares of common stock or shares of Class B common stock with respect to which it has the power to vote, in favor of Mr. Diller to serve as a director on the Company’s Board of Directors, and

•

use its reasonable best efforts to ensure that the unvested options to acquire, and restricted stock units (the “RSUs”) with respect to, shares of common stock that Mr. Diller held as of the completion of the transaction will continue to vest as long as Mr. Diller remains a director of the Company and the post-termination exercise period of any options to acquire shares of common stock of the Company (“Options”) that Mr. Diller held as of the completion of the transaction will not commence until Mr. Diller ceases to be a director of the Company.

The term “Director Expiration Date” in the Stock Purchase Agreement means the first to occur of (w) January 1, 2018, (x) such time as Mr. Diller has been convicted of, or has pled guilty to, any felony involving moral turpitude, (y) Mr. Diller ceases to hold any Options or RSUs or (z) such time as all Options and RSUs shall have become vested and shall by their terms be exercisable through the applicable expiration date.

As of December 31, 2012, Mr. Diller beneficially owned 2,047,088 shares of our common stock (assuming the exercise of options to purchase 1,994,759 shares of Common Stock and 10,319 shares of common stock issuable upon settlement of RSUs that are or become exercisable by Mr. Diller or vest within 60 days of December 31, 2012), which shares constitute 1.41% of the outstanding shares of Common Stock. As of December 31, 2012, Liberty beneficially owned 18,159,752 shares of our common stock and 12,799,999 shares of our Class B common stock, which shares constitute 14.0% of the outstanding shares of Common Stock and 100% of the outstanding shares of Class B Common Stock. Assuming the conversion of all of the Liberty’s shares of Class B common stock into common stock, Liberty would beneficially own 21.7% of the outstanding common stock (calculated in accordance with Rule 13d-3). Because each share of Class B common stock generally is entitled to ten votes per share and each share of common stock is entitled to one vote per share, Liberty may be deemed to beneficially own equity securities representing approximately 56.6% of our voting power.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: 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.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

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.

Segment Information

12 Months Ended

Dec. 31, 2012

Segment Information [Abstract]

SEGMENT INFORMATION

NOTE 17: 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 of this Annual Report on Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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


	Year ended December 31,
				(in thousands)
	2012			2011			2010
Adjusted EBITDA	$	352,474		$	322,918		$	260,963
Depreciation (1)		(19,966	)		(18,362	)		(12,871	)

OIBA (2)		332,508			304,556			248,092
Amortization of intangible assets		(6,110	)		(7,523	)		(14,609	)
Stock-based compensation		(30,102	)		(17,344	)		(7,183	)
Spin-Off costs		—			(6,932	)		—

Operating income		296,296			272,757			226,300
Interest income (expense), net		(10,871	)		391			(241	)
Other, net		(3,450	)		(1,254	)		(1,644	)
Provision for income taxes		(87,387	)		(94,103	)		(85,461	)
Net (income) loss attributable to noncontrolling interest		(519	)		(114	)		(178	)

Net income attributable to TripAdvisor, Inc .	$	194,069		$	177,677		$	138,776

(1)	Includes internal use software and website development costs.

(2)

Our primary operating metric prior to the Spin-Off for evaluating operating performance was OIBA, as reported on our Registration Statement on Form S-4, filed with the SEC on November 1, 2011. 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 and is also currently used to calculate our annual obligation for our charitable foundation. Refer to “Note 12—Commitments and Contingencies” above for a discussion of our charitable foundation.

We derive substantially all of our revenue from the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. The remainder of our revenue is generated through a combination of subscription-based offerings, transaction revenue from selling room nights on our transactional sites SniqueAway and Tingo, and other revenue including content licensing.


	Year ended December 31,
	2012		2011		2010
	($ in thousands)
Click-based advertising	$	587,781	$	499,993	$	383,543
Display-based advertising		94,147		85,736		71,848
Subscription, transaction and other		81,038		51,334		29,244

Total revenue	$	762,966	$	637,063	$	484,635

The following table presents revenue by geographic area, the United States, the United Kingdom and all other countries, based on the geographic location of our websites for the years ended December 31, 2012, 2011 and 2010:


	Year Ended December 31,
	2012		2011		2010
	(In thousands)
Revenue
United States	$	386,211	$	348,066	$	297,830
United Kingdom		110,213		99,646		69,721
All other countries		266,542		189,351		117,084

	$	762,966	$	637,063	$	484,635

The following table presents property and equipment, net for the United States and all other countries based on the geographic location of the assets:


	As of December 31,
	2012		2011
	(In thousands)
Property and equipment, net
United States	$	36,255	$	30,138
All other countries		7,547		4,616

	$	43,802	$	34,754

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

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.

Quarterly Financial Information (Unaudited) [Abstract]

Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 18: SUBSEQUENT EVENTS

Share Repurchase Authorization

On February 12, 2013, our Board of Directors authorized the repurchase of $250.0 million of our shares of common stock under a share repurchase program. We intend to use available cash and future cash from operations to fund repurchases under the share repurchase program. The repurchase program has no expiration but may be suspended or terminated by the Board of Directors at any time. The Executive Committee of our Board of Directors will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and any shares repurchased will be in compliance with applicable legal requirements, at prices determined to be attractive and in the best interests of both the Company and its stockholders.

Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information (Unaudited)

TripAdvisor, Inc

Quarterly Financial Information (Unaudited)

(in thousands, except per share data)

The following table presents selected unaudited financial information for the eight quarters in the period ended December 31, 2012. The results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period to period comparisons should not be relied upon as an indication of future performance.


	Three Months Ended
	March 31		June 30		September 30		December 31
	(In thousands)
Year ended December 31, 2012
Revenue	$	183,715	$	197,148	$	212,710	$	169,393
Operating income		73,377		83,678		92,249		46,992
Net income		48,171		53,165		59,535		33,717
Net income attributable to TripAdvisor, Inc.		48,111		53,019		59,360		33,579
Basic earnings per share (1)	$	0.36	$	0.38	$	0.42	$	0.24
Diluted earnings per share (1)	$	0.35	$	0.37	$	0.41	$	0.23
Year ended December 31, 2011
Revenue	$	149,222	$	169,242	$	180,801	$	137,798
Operating income		73,314		83,819		82,068		33,556
Net income		47,371		54,110		54,293		22,017
Net income attributable to TripAdvisor, Inc.		47,278		54,064		54,314		22,021
Basic earnings per share (1).	$	0.35	$	0.41	$	0.41	$	0.16
Diluted earnings per share (1).	$	0.35	$	0.41	$	0.41	$	0.16

(1)	Refer to “Note 2—Significant Accounting Policies” above for information regarding the calculation of basic and diluted share calculations. Our common stock began trading on NASDAQ on December 21, 2011 under the ticker symbol “TRIP” following the Spin-Off from Expedia.

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts

TripAdvisor, Inc

For the Years Ended December 31, 2012, 2011 and 2010

Schedule II Valuation and Qualifying Accounts

The following table presents the changes in our valuation and qualifying accounts:


Description	Balance at Beginning of Year		Charges (recoveries) to Earnings			Deductions			Balance at End of Year
	(In thousands)
2012
Allowance for doubtful accounts	$	5,370	$	(1,050	)	$	(1,502	)	$	2,818
2011
Allowance for doubtful accounts	$	5,184	$	909		$	(723	)	$	5,370
2010
Allowance for doubtful accounts	$	3,693	$	3,383		$	(1,892	)	$	5,184

Organization and Basis of Presentation (Policies)

12 Months Ended

Dec. 31, 2012

Organization and Basis of Presentation [Abstract]

Basis of Presentation

Basis of Presentation

Description of Business

Description of Business

Seasonality

Seasonality

Consolidation

Consolidation

Accounting Estimates

Accounting Estimates

Reclassifications

Reclassifications

Revenue Recognition

Revenue Recognition

Deferred revenue, which primarily relates to our subscription-based programs, is recorded when payments are received in advance of our performance as required by the underlying agreements.

Cost of Revenue

Cost of Revenue

Cost of revenue consists of expenses that are closely correlated or directly related to revenue generation, including ad serving fees, flight search fees, credit card fees and data center costs.

Selling and Marketing

Selling and Marketing

Technology and Content

Technology and Content

General and Administrative

General and Administrative

Cash, Cash Equivalents and Marketable Securities

Cash, Cash Equivalents and Marketable Securities

Fair Value Measurements

Fair Value Measurements

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

Derivative Financial Instruments

Derivative Financial Instruments

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are generally due within 30 days and are recorded net of an allowance for doubtful accounts. We consider accounts outstanding longer than the contractual payment terms as past due. We determine our allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole.

Property and Equipment, Including Website and Software Development Costs

Property and Equipment, Including Website and Software Development Costs

Leases

Leases

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Goodwill:

Indefinite-Lived Intangible Assets:

Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets

Recoverability of Intangible Assets with Definite Lives and Other Long-Lived Assets

Income Taxes

Income Taxes

Foreign Currency Translation and Transaction Gains and Losses

Foreign Currency Translation and Transaction Gains and Losses

Advertising Expense

Advertising Expense

Stock-Based Compensation

Stock-Based Compensation

TripAdvisor Equity Grants Assumed at Spin-Off

TripAdvisor Equity Grants Awards Issued Subsequent to the Spin-Off

Certain Risks and Concentrations

Certain Risks and Concentrations

Contingent Liabilities

Contingent Liabilities

Comprehensive Loss

Comprehensive Loss

Comprehensive loss consists of net income (loss), cumulative foreign currency translation adjustments, and unrealized gains and losses on available-for-sale securities, net of tax.

Earnings per Share (EPS)

Earnings per Share (EPS)

Basic Earnings Per Share

Diluted Earnings Per Share

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):


	During the Year Ended December 31,
	2012		2011		2010
Numerator:
Net income attributable to TripAdvisor, Inc.	$	194,069	$	177,677	$	138,776
Denominator:
Weighted average shares used to compute Basic EPS		139,462		133,461		133,461
Effect of dilutive securities:
Stock options		1,207		1,164		—
RSUs		161		240		—
Stock warrants		511		—		—

Weighted average shares used to compute Diluted EPS		141,341		134,865		133,461

Basic EPS	$	1.39	$	1.33	$	1.04
Diluted EPS	$	1.37	$	1.32	$	1.04


	During the Year Ended December 31,
	2012(1)(2)		2011(2)		2010
Stock options		3,944		2,261		—
RSUs		21		80		—
Warrants		—		8,047		—

Total		3,965		10,388		—

(1)

(2)

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Testing Indefinite-lived Intangibles for Impairment

New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

Disclosure about Offsetting Assets and Liabilities

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies [Abstract]

Reconciliation of weighted average number of shares of common stock outstanding


	During the Year Ended December 31,
	2012		2011		2010
Numerator:
Net income attributable to TripAdvisor, Inc.	$	194,069	$	177,677	$	138,776
Denominator:
Weighted average shares used to compute Basic EPS		139,462		133,461		133,461
Effect of dilutive securities:
Stock options		1,207		1,164		—
RSUs		161		240		—
Stock warrants		511		—		—

Weighted average shares used to compute Diluted EPS		141,341		134,865		133,461

Basic EPS	$	1.39	$	1.33	$	1.04
Diluted EPS	$	1.37	$	1.32	$	1.04

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


	During the Year Ended December 31,
	2012(1)(2)		2011(2)		2010
Stock options		3,944		2,261		—
RSUs		21		80		—
Warrants		—		8,047		—

Total		3,965		10,388		—

(1)

(2)

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

Summary of allocation of the purchase price for all acquisitions


	2012		2011			2010
	(In thousands)
Goodwill	$	3,043	$	6,390		$	40,703
Intangible assets with definite lives (1)		—		1,642			8,148
Net assets (liabilities) (2)		7		(16	)		(3,580	)

Total (3)	$	3,050	$	8,016		$	45,271

(1)	The weighted average life of acquired intangible assets during 2011 and 2010 was 2.8 years, and 6.2 years, respectively.

(2)	Includes cash acquired of $0 million, $0.1 million and $2 million during 2012, 2011 and 2010, respectively.

(3)	All outstanding purchase contingencies have been paid.

Stock Based Awards and Other Equity Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Stock Based Awards and Other Equity Instruments [Abstract]

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


	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		3,651		39.79
Exercised		1,151		14.09			$	25,074
Cancelled		421		29.42

Options outstanding at December 31, 2012		8,654	$	31.41		5.7	$	92,083

Exercisable as of December 31, 2012		3,329	$	27.23		3.1	$	49,016

Vested and expected to vest after December 31, 2012		7,655	$	30.65		5.7	$	86,121

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


	2012
Risk-free interest rate		1.03	%
Expected volatility		53.46	%
Expected life (in years)		6.21
Dividend yield		—
Weighted-average estimated fair value of options granted during the year	$	20.36

Summary of RSU activity on 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		85		35.76
Vested and released (1)		548		17.17
Cancelled		17		26.78

Unvested RSUs outstanding as of December 31, 2012 (2)		446	$	26.11

(1)	Inclusive of 190,856 RSUs withheld to satisfy minimum tax withholding requirements.

(2)	Included in RSUs outstanding at December 31, 2012 are 200,000 performance based RSUs 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 remaining


	Stock Options		RSUs
Unrecognized compensation expense (net of forfeitures)	$	59,686	$	4,486
Weighted average period remaining (in years)		3.0		1.8

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Financial Instruments [Abstract]

Schedule of cash, cash equivalent and marketable securities


	December 31, 2012
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Long-Term Marketable Securities
Cash	$	141,460	$	—	$	—		$	141,460	$	141,460	$	—	$	—
Level 1:
Money market funds		215,052		—		—			215,052		215,052		—		—

Subtotal		356,512		—		—			356,512		356,512		—		—

Level 2:
U.S. agency securities		13,634		4		(3	)		13,635		—		7,635		6,000
Commercial paper		48,710		15		(22	)		48,703		9,999		38,704		—
Corporate securities		162,050		12		(180	)		161,882		1,004		67,630		93,248
Municipal securities		5,003		—		(2	)		5,001		—		5,001		—

Subtotal		229,397		31		(207	)		229,221		11,003		118,970		99,248

Total	$	585,909	$	31	$	(207	)	$	585,733	$	367,515	$	118,970	$	99,248


	December 31, 2011
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Long-Term Marketable Securities
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


				December 31, 2012
	Balance Sheet Caption			Fair Value of Derivative (2)				U.S. Dollar Notional
($ in thousands)				Asset		Liability
Foreign exchange-forward contracts (current)		Accrued and other current liabilities	(1)	$	—	$	$64	$	2,710

(1)	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, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets.

Tabular disclosure of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 320
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6957658&loc=d3e62557-112803

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27337-111563

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27198-111563

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 320
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6957658&loc=d3e62586-112803

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27161-111563

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27357-111563

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27290-111563

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 115
-Paragraph 19, 20, 21
-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 FASB
-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
-Paragraph 17
-Subparagraph a, 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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-1
-Paragraph 21
-Subparagraph a, 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.

Property and Equipment, Net [Abstract]

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2012

Components of property and equipment


	December 31,
	2012			2011
	(In thousands)
Capitalized software and website development	$	48,527		$	46,878
Leasehold improvements		14,244			12,924
Computer equipment		13,174			11,638
Furniture and other equipment		5,276			5,267

		81,221			76,707
Less: accumulated depreciation		(37,626	)		(43,391	)
Projects in progress		207			1,438

Property and equipment, net	$	43,802		$	34,754

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets, Net [Abstract]

Summary of changes in goodwill


	2012		2011
	(In thousands)
Beginning balance as of January 1	$	466,892	$	460,610
Additions		3,043		6,390
Foreign exchange translation adjustment		1,749		(108	)

Ending balance as of December 31	$	471,684	$	466,892

Summary of intangible assets acquired in business combinations


	2012			2011
	(In thousands)
Intangible assets with definite lives	$	21,382		$	89,323
Less: accumulated amortization		(13,492	)		(75,593	)

Intangible assets with definite lives, net		7,890			13,730
Intangible assets with indefinite lives		30,300			30,300

	$	38,190		$	44,030

Components of intangible assets with definite lives


			December 31, 2012							December 31, 2011
	Weighted Ave Remaining Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
			(In thousands)							(In thousands)
Trade names and trademarks		4.2	$	14,431	$	(9,029	)	$	5,402	$	17,030	$	(9,104	)	$	7,926
Subscriber relationships		1.5		5,617		(3,511	)		2,106		19,290		(14,470	)		4,820
Technology and other		1.0		1,334		(952	)		382		53,003		(52,019	)		984

Total		3.3	$	21,382	$	(13,492	)	$	7,890	$	89,323	$	(75,593	)	$	13,730

Summary of estimated future amortization expense related to intangible assets with definite lives


2013	$	3,966
2014		2,204
2015		328
2016		310
2017		310
2018 and thereafter		772

Total	$	7,890

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Summary of total outstanding borrowings

Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt [Abstract]


	December 31, 2012
Short-Term Debt:
Revolving Credit Facility	$	—
Term Loan		40,000

Total Short-Term Borrowings	$	40,000

Long-Term Debt:
Term Loan	$	340,000

Total Long-Term Borrowings	$	340,000

Schedule showing remaining future minimum principal payment obligations


Year Ending December 31,	Payment Amount
2013	$	40,000
2014	$	40,000
2015	$	40,000
2016	$	260,000

Total	$	380,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Summary of our domestic and foreign income before income taxes


	Year Ended December 31,
	2012		2011		2010
	(In thousands)
Domestic	$	133,361	$	121,100	$	121,964
Foreign		148,614		150,794		102,451

Total	$	281,975	$	271,894	$	224,415

Summary of the components of our provision for income taxes


	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Current income tax expense:
Federal	$	55,877		$	49,736		$	42,568
State		5,927			7,818			13,490
Foreign		30,543			37,480			30,056

Current income tax expense		92,347			95,034			86,114
Deferred income tax (benefit) expense:
Federal		(3,113	)		216			972
State		(347	)		148			(215	)
Foreign		(1,500	)		(1,295	)		(1,410	)

Deferred income tax (benefit) expense:		(4,960	)		(931	)		(653	)

Provision for income taxes	$	87,387		$	94,103		$	85,461

Summary of deferred tax assets and deferred tax liabilities


	December 31,
	2012			2011
	(In thousands)
Deferred tax assets:
Stock-based compensation	$	21,605		$	17,596
Net operating loss carryforwards		15,005			9,415
Provision for accrued expenses		6,824			5,950
Other		4,298			4,597

Total deferred tax assets		47,732			37,558
Less valuation allowance		(11,677	)		(9,239	)

Net deferred tax assets	$	36,055		$	28,319

Deferred tax liabilities:
Intangible assets	$	(28,205	)	$	(26,699	)
Property and equipment		(10,313	)		(10,059	)
Prepaid expenses		(2,087	)		(923	)
Other		—			(148	)

Total deferred tax liabilities	$	(40,605	)	$	(37,829	)

Net deferred tax liability	$	(4,550	)	$	(9,510	)

Reconciliation of the provision for income taxes


	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Income tax expense at the federal statutory rate of 35%	$	98,691		$	95,163		$	78,545
Foreign rate differential		(25,069	)		(15,319	)		(6,947	)
State income taxes, net of effect of federal tax benefit		5,581			4,240			7,716
Unrecognized tax benefits and related interest		4,853			2,570			1,920
Non-deductible transaction costs		—			2,426			—
Change in valuation allowance		2,535			3,451			3,639
Other, net		796			1,572			588

Provision for income taxes	$	87,387		$	94,103		$	85,461

Reconciliation of the beginning and ending amount of gross unrecognized tax benefits


	2012			2011		2010
	(In thousands)
Balance, beginning of year	$	12,900		$	6,342	$	2,672
Increases to tax positions related to the current year		11,854			5,631		3,913
Increases to tax positions related to the prior year		540			927		2,123
Reductions due to lapsed statute of limitations		—			—		(2,366	)
Decreases to tax positions related to the prior year		—			—		—
Settlements during current year		(1,245	)		—		—

Balance, end of year	$	24,049		$	12,900	$	6,342

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Details of accrued expenses and other current liabilities


	December 31,
	2012		2011
	(In thousands)
Accrued salary, bonus, and related benefits	$	29,438	$	21,744
Accrued marketing costs (1)		11,941		6,194
Accrued charitable foundation payments (2)		6,757		109
Other		15,100		9,222

Total accrued expenses and other current liabilities	$	63,236	$	37,269

(1)	Reclassified amount for the year ended December 31, 2011 from accounts payable on the consolidated balance sheet to conform to current year presentation.

(2)	See “Note 12—Commitments and Contingencies” below for information regarding our charitable foundation.

Other Long-Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2012

Other Long Term Liabilities [Abstract]

Other long-term liabilities


	December 31,
	2012		2011
	(In thousands)
Unrecognized tax benefits (1)	$	23,138	$	13,455
Other		2,425		2,497

Total other long-term liabilities	$	25,563	$	15,952

(1)	See “Note 9—Income Taxes” above for additional information on our unrecognized tax benefits. Amount includes accrued interest and penalties related to this liability.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

Table presents our estimated future minimum rental payments under operating leases with non-cancelable lease terms


2013	$	6,730
2014		5,312
2015		3,124
2016		1,279
2017 and thereafter		7,337

Total	$	23,782

Table summarizes our material contractual obligations, commercial commitments and outstanding debt


			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(In thousands)
Operating leases	$	23,782	$	6,730	$	8,436	$	2,558	$	6,058
Purchase obligations		1,441		586		747		108		—
Expected interest payments on Term Loan (1)		25,029		7,519		12,566		4,944		—

Total (2)	$	50,252	$	14,835	$	21,749	$	7,610	$	6,058

(1)

(2)

Redeemable Noncontrolling Interest (Tables)

12 Months Ended

Dec. 31, 2012

Redeemable Noncontrolling Interest [Abstract]

Reconciliation of redeemable noncontrolling interests


	Twelve months ended December 31, 2012			Twelve months ended December 31, 2011
Balance, beginning of period (1)	$	3,863		$	2,637
Net income attributable to noncontrolling interest		519			114
Fair value adjustments		14,617			571
Stock based compensation		3,305			541
Purchases of subsidiary shares at fair value		(22,304	)		—

Balance, end of period	$	—		$	3,863

(1)	The balance as of December 31, 2011 was reclassified from accrued expenses and other current liabilities to redeemable noncontrolling interest on the consolidated balance sheet to conform to current year presentation.

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.

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

Accounting treatment and transfer of post-Spin-Off net assets

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2012

Stockholders' Equity [Abstract]


Invested equity prior to Spin-Off	$	693,447
Distribution to Expedia (1)		(405,516	)
Adjustment to distribution from Expedia (2)		7,028
Receivable from Expedia extinguished, net (3)		(1,525	)
Common shares issued (4)		(121	)
Class B shares issued (4)		(13	)

Beginning Additional-Paid-In-Capital	$	293,300

(1)	The transfer of $405.5 million in cash to Expedia in form of dividend, prior to our separation from Expedia.

(2)

(3)	The extinguishment of domestic intercompany receivables from Expedia, including transfers of assets and liabilities at Spin-Off.

(4)

Accumulated other comprehensive loss primarily comprised of accumulated foreign currency translation


	December 31,
	2012			2011
	(In thousands)
Net unrealized gain (loss) on securities, net of tax (1)	$	(104	)	$	—
Cumulative foreign currency translation adjustments (2)		(765	)		(2,710	)

Total accumulated other comprehensive income (losses)	$	(869	)	$	(2,710	)

(1)	Net of unrealized tax benefits of $72 for the year ended December 31, 2012.

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

Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Segment Information [Abstract]

Reconciliation of adjusted EBITDA to operating income and net income


	Year ended December 31,
				(in thousands)
	2012			2011			2010
Adjusted EBITDA	$	352,474		$	322,918		$	260,963
Depreciation (1)		(19,966	)		(18,362	)		(12,871	)

OIBA (2)		332,508			304,556			248,092
Amortization of intangible assets		(6,110	)		(7,523	)		(14,609	)
Stock-based compensation		(30,102	)		(17,344	)		(7,183	)
Spin-Off costs		—			(6,932	)		—

Operating income		296,296			272,757			226,300
Interest income (expense), net		(10,871	)		391			(241	)
Other, net		(3,450	)		(1,254	)		(1,644	)
Provision for income taxes		(87,387	)		(94,103	)		(85,461	)
Net (income) loss attributable to noncontrolling interest		(519	)		(114	)		(178	)

Net income attributable to TripAdvisor, Inc .	$	194,069		$	177,677		$	138,776

(1)	Includes internal use software and website development costs.

(2)

Summary of total revenue by product


	Year ended December 31,
	2012		2011		2010
	($ in thousands)
Click-based advertising	$	587,781	$	499,993	$	383,543
Display-based advertising		94,147		85,736		71,848
Subscription, transaction and other		81,038		51,334		29,244

Total revenue	$	762,966	$	637,063	$	484,635

Summary of revenue by geographic area


	Year Ended December 31,
	2012		2011		2010
	(In thousands)
Revenue
United States	$	386,211	$	348,066	$	297,830
United Kingdom		110,213		99,646		69,721
All other countries		266,542		189,351		117,084

	$	762,966	$	637,063	$	484,635

Property and equipment, net


	As of December 31,
	2012		2011
	(In thousands)
Property and equipment, net
United States	$	36,255	$	30,138
All other countries		7,547		4,616

	$	43,802	$	34,754

Organization and Basis of Presentation (Details Textual) $ in Millions	1 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012 Segment Company Brands Country	Dec. 20, 2011 USD ($)
Organization and Basis of Presentation (Textual) [Abstract]
Number of separate independent public companies \| Company		2
Reverse stock split of outstanding capital	A one-for-two reverse stock split
Distribution of cash dividend to Expedia Inc by the company \| $			$ 405.5
Number of countries with localized version of websites \| Country		29
Number of other travel bands with websites \| Brands		20
Number of reportable segment \| Segment		1

Significant Accounting Policies (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator:
Net income attributable to TripAdvisor, Inc.	$ 33,579	$ 59,360	$ 53,019	$ 48,111	$ 22,021	$ 54,314	$ 54,064	$ 47,278	$ 194,069	$ 177,677	$ 138,776
Denominator:
Weighted average shares used to compute Basic EPS									139,462	133,461	133,461
Effect of dilutive securities:
Stock options									1,207	1,164
RSUs									161	240
Warrants									511
Weighted average shares used to compute Diluted EPS									141,341	134,865	133,461
Basic EPS	$ 0.24	$ 0.42	$ 0.38	$ 0.36	$ 0.16	$ 0.41	$ 0.41	$ 0.35	$ 1.39	$ 1.33	$ 1.04
Diluted EPS	$ 0.23	$ 0.41	$ 0.37	$ 0.35	$ 0.16	$ 0.41	$ 0.41	$ 0.35	$ 1.37	$ 1.32	$ 1.04

Significant Accounting Policies (Details 1) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Calculation of diluted net income per share related to stock options and RSU's
Stock options	3,944	2,261
RSUs	21	80
Warrants		8,047
Total	3,965	10,388

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.

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.

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Significant Accounting Policies (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($) Segment Customers shares	Dec. 31, 2011 USD ($) Customers shares	Dec. 31, 2010 USD ($) shares	Dec. 21, 2011 shares	Dec. 20, 2011 shares
Significant Accounting Policies (Textual) [Abstract]
Expected dividend yield on common stock
Significant Accounting Policies (Additional Textual) [Abstract]
Marketable debt securities with maturity	90 days
Weighted average maturity of total invested cash	12 months
Final maturity of marketable securities	3 years
Accounts receivable due period	30 days
Number of reportable segment \| Segment	1
Minimum probability that the fair value of the reporting unit is less than the carrying amount	50.00%
Foreign exchange losses \| $	$ 3.2	$ 1.0	$ 1.6
Advertising expense \| $	$ 175.0	$ 135.6	$ 86.3
Number of customers accounting for more than 10% of gross trade receivables \| Customers	0	0
Spin-Off reserve stock split of outstanding	0.5
Stock options granted, period	10 years
TripAdvisor equity awards outstanding prior to Spin-Off			0
Performance based options, bearing right to acquire common stock	110,000
Restricted stock units, bearing right to acquire common stock	200,000	400,000
Class B common stock [Member]
Significant Accounting Policies (Textual) [Abstract]
Common stock, shares outstanding	12,799,999	12,799,999		12,799,999	12,799,999
Common Stock [Member]
Significant Accounting Policies (Textual) [Abstract]
Expected dividend yield on common stock	0.00%
Common stock, shares outstanding					120,661,020
Expedia [Member]
Significant Accounting Policies (Textual) [Abstract]
Related party accounted for revenue, amount	27.00%	33.00%	35.00%
Other Major Customer [Member]
Significant Accounting Policies (Textual) [Abstract]
Related party accounted for revenue, amount	21.00%	16.00%	11.00%
Stock Options [Member]
Significant Accounting Policies (Textual) [Abstract]
Stock options vest period	4 years
Restricted Stock Units (RSU) [Member]
Significant Accounting Policies (Textual) [Abstract]
Stock options vest period	5 years
Maximum [Member]
Significant Accounting Policies (Textual) [Abstract]
Depreciation over the estimated useful lives of the assets	P5Y
Amortized estimated useful lives of Intangible assets	10 years
Minimum [Member]
Significant Accounting Policies (Textual) [Abstract]
Depreciation over the estimated useful lives of the assets	P3Y
Amortized estimated useful lives of Intangible assets	2 years

Acquisitions (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of allocation of the purchase price for all acquisitions
Goodwill	$ 3,043	$ 6,390	$ 40,703
Intangible assets with definite lives		1,642	8,148
Net assets (liabilities)	(7)	16	3,580
Total	$ 3,050	$ 8,016	$ 45,271

Acquisitions (Details Textual) - USD ($) $ in Millions	12 Months Ended
Acquisitions (Details Textual) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Oct. 31, 2011
Acquisitions (Additional Textual) [Abstract]
Weighted average life of acquired intangible assets		2 years 9 months 18 days	6 years 2 months 12 days
Cash acquired	$ 0.0	$ 0.1	$ 2.0
Purchase price allocation period	12 months
Contingent purchase consideration paid		13.0
Earn-out payment recorded to financing activities		10.0
Earn-out payment recorded to operating activities		$ 3.0
Net liabilities recorded at a carrying value				$ 4.0
Goodwill or other intangibles recorded				0.0
Contingent payments outstanding				0.0
Transferor Foreign Subsidiary [Member]
Acquisitions (Textual) [Abstract]
Additional short term borrowings				7.0
Transferor Foreign Subsidiary [Member] \| Minimum [Member]
Acquisitions (Textual) [Abstract]
Subsidiary purchased net of acquired cash				28.0
Transferor Foreign Subsidiary [Member] \| Maximum [Member]
Acquisitions (Textual) [Abstract]
Subsidiary purchased net of acquired cash				$ 37.0

Stock Based Awards and Other Equity Instruments (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2012 USD ($) $ / shares shares
Options Outstanding
Options Outstanding, Beginning balance \| shares	6,575
Granted \| shares	3,651
Exercised \| shares	1,151
Cancelled \| shares	421
Options Outstanding, Ending balance \| shares	8,654
Options Exercisable, Ending balance \| shares	3,329
Options Vested and expected to vest, Ending balance \| shares	7,655
Weighted Average Exercise Price, Remaining Contractual Life and Aggregate Intrinsic Value
Options Outstanding, Weighted Average Exercise Price, Beginning balance \| $ / shares	$ 23.65
Granted \| $ / shares	39.79
Exercised \| $ / shares	14.09
Cancelled \| $ / shares	29.42
Options Outstanding, Weighted Average Exercise Price, Ending balance \| $ / shares	31.41
Options Exercisable, Weighted Average Exercise Price, Ending balance \| $ / shares	27.23
Options Vested and expected to vest, Weighted Average Exercise Price, Ending balance \| $ / shares	$ 30.65
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2	5 years 8 months 12 days
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1	3 years 1 month 6 days
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingWeightedAverageRemainingContractualTerm1	5 years 8 months 12 days
Options Exercised, Aggregate Intrinsic Value \| $	$ 25,074
Options Outstanding, Aggregate Intrinsic Value, Ending balance \| $	92,083
Options Exercisable, Aggregate Intrinsic Value, Ending balance \| $	49,016
Options Vested and expected to vest, Aggregate Intrinsic Value, Ending balance \| $	$ 86,121

Stock Based Awards and Other Equity Instruments (Details 1)	12 Months Ended
	Dec. 31, 2012 $ / shares
Black-Scholes assumptions used in calculating the estimated fair value of stock options granted
Risk-free interest rate	1.03%
Expected volatility	53.46%
Expected life (in years)	6 years 2 months 16 days
Dividend yield
Weighted-average estimated fair value of options granted during the year	$ 20.36

Stock Based Awards and Other Equity Instruments (Details 2) - Restricted Stock Units (RSU) [Member] shares in Thousands	12 Months Ended
	Dec. 31, 2012 $ / shares shares
Summary of RSU's activity on common shares, RSU's Outstanding
Unvested RSU's outstanding, Beginning balance \| shares	926
Granted \| shares	85
Vested and released \| shares	548
Cancelled \| shares	17
Unvested RSU's outstanding, Ending balance \| shares	446
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	35.76
Vested and released \| $ / shares	17.17
Cancelled \| $ / shares	26.78
Unvested RSU's outstanding, Weighted Average Grant Date Fair Value Per Share, Ending balance \| $ / shares	$ 26.11

Stock Based Awards and Other Equity Instruments (Details 3) $ in Thousands	12 Months Ended
	Dec. 31, 2012 USD ($)
RSUs [Member]
Summary of the unrecognized compensation expense, net of estimated forfeitures and the weighted average period remaining
Unrecognized compensation expense (net of forfeitures), RSUs	$ 4,486
Weighted average period remaining (in years), RSUs	1 year 9 months 18 days
Stock Options [Member]
Summary of the unrecognized compensation expense, net of estimated forfeitures and the weighted average period remaining
Unrecognized compensation expense (net of forfeitures), Stock Options	$ 59,686
Weighted average period remaining (in years), Stock Options	3 years

Stock Based Awards and Other Equity Instruments (Details Textual) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Number of stock options issued

3,651,000

Grant date fair value per option

$ 20.36

Common stock authorized

10,000,000

Maximum number of shares granted

7,000,000

Stock Based Awards and Other Equity Instruments (Textual) [Abstract]

Stock-based compensation

$ 30,102

$ 17,344

$ 7,183

Total income tax benefit related to stock-based compensation expense

10,600

$ 6,500

$ 2,000

Modification expenses of vested stock options

$ 8,000

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

2011 Incentive Plan [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Number of stock options issued

One Tranche of Warrants [Member]

Exercise price of warrants prior to adjustment

$ 12.23

Common stock share exercisable for each warrant

25.00%

Exercise price per warrant

$ 6.48

Other Tranche of Warrants [Member]

Exercise price of warrants prior to adjustment

$ 14.45

Common stock share exercisable for each warrant

25.00%

Exercise price per warrant

$ 7.66

2012 Stock Warrants [Member]

Common stock issued in lieu of warrants

Warrants Exercised

^[1]

32,186,791

7,952,456

Weighted average exercise price of warrants

$ 27.11

Outstanding warrants to purchase common stock

31,641,337

Exercise proceeds received

$ 214,500

Cashless warrants exercised

545,454

Weighted average exercise price of cashless warrants

$ 25.92

Warrants converted into common stock shares

2012 Stock Warrants [Member] | Maximum [Member]

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 of stock options

4 years

Stock options vest period

4 years

Maximum number of stock options authorized for an individual

3,000,000

Restricted Stock Units (RSU) [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Vesting period of stock options

5 years

RSU's withheld to satisfy minimum tax withholding requirements

190,856

RSU's issued under incentive plan

85,144

Stock options vest period

5 years

Fair value of RSU's issued

$ 35.76

RSU's awarded to non employee directors

200,000

Maximum number of restricted stock authorized for an individual

2,000,000

2012 Stock Option Activity [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Term of stock options, granted

10 years

Stock appreciation rights

4 years

Number of stock options issued

3,650,814

Vested options and stock appreciation rights exercisable Period

4 years

Grant date fair value per option

$ 20.36

Closing stock price

$ 41.92

2012 RSU Activity [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Stock options vest period

2 years

[1]	Net of unrealized tax benefits of $72 for the year ended December 31, 2012.

Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	$ 585,909	$ 183,532
Unrealized Gains	31
Unrealized Losses	(207)
Fair Value	585,733	183,532
Cash and Cash Equivalents	367,515	183,532	$ 93,133	$ 31,364
Short-Term Marketable Securities	118,970
Long-Term Marketable Securities	99,248
Level 1 [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	356,512
Unrealized Gains
Unrealized Losses
Fair Value	356,512
Cash and Cash Equivalents	356,512
Short-Term Marketable Securities
Long-Term Marketable Securities
Level 1 [Member] \| Money Market Funds [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	215,052	69,000
Unrealized Gains
Unrealized Losses
Fair Value	215,052	69,000
Cash and Cash Equivalents	215,052	69,000
Short-Term Marketable Securities
Long-Term Marketable Securities
Level 2 [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	229,397
Unrealized Gains	31
Unrealized Losses	(207)
Fair Value	229,221
Cash and Cash Equivalents	11,003
Short-Term Marketable Securities	118,970
Long-Term Marketable Securities	99,248
Level 2 [Member] \| U.S. agency securities [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	13,634
Unrealized Gains	4
Unrealized Losses	(3)
Fair Value	13,635
Short-Term Marketable Securities	7,635
Long-Term Marketable Securities	6,000
Level 2 [Member] \| Commercial paper [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	48,710
Unrealized Gains	15
Unrealized Losses	(22)
Fair Value	48,703
Cash and Cash Equivalents	9,999
Short-Term Marketable Securities	38,704
Level 2 [Member] \| Corporate securities [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	162,050
Unrealized Gains	12
Unrealized Losses	(180)
Fair Value	161,882
Cash and Cash Equivalents	1,004
Short-Term Marketable Securities	67,630
Long-Term Marketable Securities	93,248
Level 2 [Member] \| Municipal securities [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost	5,003
Unrealized Losses	(2)
Fair Value	5,001
Short-Term Marketable Securities	5,001
Cash [Member]
Schedule of cash, cash equivalent and marketable securities
Amortized Cost, Cash	141,460	114,532
Unrealized Gains, Cash
Unrealized Losses, Cash
Fair Value, Cash	141,460	114,532
Cash and Cash Equivalents, Cash	141,460	114,532
Short-Term Marketable Securities, Cash
Long-Term Marketable Securities, Cash

Financial Instruments (Details 1) - Foreign exchange- forward contracts (current) [Member] - Not designated as hedging instruments [Member] $ in Thousands	Dec. 31, 2012 USD ($)
Fair value and notional principal amounts of outstanding or unsettled derivative instruments
Asset
Liability	64
U.S. Dollar Notional	$ 2,710

Financial Instruments (Details Textual)	12 Months Ended
Financial Instruments (Details Textual)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($) Derivative	Dec. 31, 2010 USD ($) Derivative
Financial Instruments (Textual) [Abstract]
Financial instruments including money market funds maturities period	90 days
Maximum maturities period of long-term marketable securities	3 years
Minimum maturities period of long-term marketable securities	1 year
Maximum maturities period of short-term marketable securities	12 months
Minimum maturities period of short-term marketable securities	90 days
Sales of marketable securities	$ 0	$ 0	$ 0
Total fair value of marketable securities	200,000,000
Total gross unrealized loss position	200,000
Recognize impairment charges	0	0	$ 0
Investments in marketable securities	0	0
Net realized and unrealized loss related to forward contracts	700,000
Redeemable noncontrolling interest (note 14)	$ 0	$ 3,863,000
Derivative Number of Instruments Entered into or Settled During Period \| Derivative		0	0

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Components of property and equipment
Property and equipment, gross	$ 81,221	$ 76,707
Less: accumulated depreciation	(37,626)	(43,391)
Projects in progress	207	1,438
Property and equipment, net	43,802	34,754
Capitalized software and website development [Member]
Components of property and equipment
Property and equipment, gross	48,527	46,878
Property and equipment, net	28,400	21,000
Leasehold improvements [Member]
Components of property and equipment
Property and equipment, gross	14,244	12,924
Computer equipment [Member]
Components of property and equipment
Property and equipment, gross	13,174	11,638
Furniture and other equipment [Member]
Components of property and equipment
Property and equipment, gross	$ 5,276	$ 5,267

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Property and Equipment, Net (Textual) [Abstract]
Capitalized computer software and website development costs, net of accumulated amortization	$ 43,802	$ 34,754
Depreciation of property and equipment, including internal-use software and website development costs	19,966	18,362	$ 12,871
Capitalized software and website development [Member]
Property and Equipment, Net (Textual) [Abstract]
Capitalized computer software and website development costs, net of accumulated amortization	28,400	21,000
Capitalized computer software and website development costs	20,200	16,300
Depreciation of property and equipment, including internal-use software and website development costs	12,800	$ 12,400	$ 8,100
Property and equipment write off	25,400
Accumulated depreciation	25,200
Loss on property and equipment written off	$ 200

Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Summary of changes in goodwill
Goodwill, Beginning balance	$ 466,892	$ 460,610
Additions	3,043	6,390
Foreign exchange translation adjustment	1,749	(108)
Goodwill, Ending balance	$ 471,684	$ 466,892

Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6388280&loc=d3e13770-109266

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 142
-Paragraph 45
-Subparagraph e
-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 Statement of Financial Accounting Standard (FAS)
-Number 142
-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 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 72
-Subparagraph d
-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 142
-Paragraph 45
-Subparagraph e
-Clause 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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 68
-Subparagraph l
-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 141R
-Paragraph 34
-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.

Goodwill and Intangible Assets, Net (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Summary of intangible assets acquired in business combinations
Intangible assets with definite lives	$ 21,382	$ 89,323
Less: accumulated amortization	(13,492)	(75,593)
Intangible assets with definite lives, net	7,890	13,730
Intangible assets with indefinite lives	30,300	30,300
Intangible assets, net	$ 38,190	$ 44,030

Goodwill and Intangible Assets, Net (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Components of intangible assets with definite lives
Weighted average remaining life (in years)	P3Y3M18D
Gross carrying amount	$ 21,382	$ 89,323
Less: accumulated amortization	(13,492)	(75,593)
Net Carrying Amount	$ 7,890	13,730
Trade names and trademarks [Member]
Components of intangible assets with definite lives
Weighted average remaining life (in years)	P4Y2M12D
Gross carrying amount	$ 14,431	17,030
Less: accumulated amortization	(9,029)	(9,104)
Net Carrying Amount	$ 5,402	7,926
Subscriber relationships [Member]
Components of intangible assets with definite lives
Weighted average remaining life (in years)	P1Y6M
Gross carrying amount	$ 5,617	19,290
Less: accumulated amortization	(3,511)	(14,470)
Net Carrying Amount	$ 2,106	4,820
Technology and other [Member]
Components of intangible assets with definite lives
Weighted average remaining life (in years)	P1Y
Gross carrying amount	$ 1,334	53,003
Less: accumulated amortization	(952)	(52,019)
Net Carrying Amount	$ 382	$ 984

Goodwill and Intangible Assets, Net (Details 3) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Summary of estimated future amortization expense related to intangible assets with definite lives
2013	$ 3,966
2014	2,204
2015	328
2016	310
2017	310
2018 and thereafter	772
Intangible assets with definite lives, net	$ 7,890	$ 13,730

Goodwill and Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Goodwill and Intangible Assets, Net (Additional Textual) [Abstract]
Reduction in gross carrying amount and accumulated amortization	$ 68,400
Goodwill and Intangible Assets, Net (Textual) [Abstract]
Amortization expense	6,110	$ 7,523	$ 14,609
Charge related to changes in the estimated amount of contingent purchase			$ 4,000
Trade names and trademarks [Member]
Goodwill and Intangible Assets, Net (Additional Textual) [Abstract]
Reduction in gross carrying amount and accumulated amortization	2,800
Subscriber relationships [Member]
Goodwill and Intangible Assets, Net (Additional Textual) [Abstract]
Reduction in gross carrying amount and accumulated amortization	13,900
Technology and other [Member]
Goodwill and Intangible Assets, Net (Additional Textual) [Abstract]
Reduction in gross carrying amount and accumulated amortization	$ 51,700

Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Short Term Debt:
Total Short-Term Borrowings	$ 40,000
Long Term Debt:
Total Long-Term Borrowings	340,000	$ 380,000
Revolving Credit Facility [Member]
Short Term Debt:
Total Short-Term Borrowings
Term Loan [Member]
Short Term Debt:
Total Short-Term Borrowings	40,000
Term Loan [Member]
Long Term Debt:
Total Long-Term Borrowings	$ 340,000

Debt (Details 1) $ in Thousands	Dec. 31, 2012 USD ($)
Schedule showing remaining future minimum principal payment obligations
2013	$ 40,000
2014	40,000
2015	40,000
2016	260,000
Total	$ 380,000

Debt (Details Textual)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2012

USD ($)

Dec. 31, 2012

USD ($)

Dec. 31, 2011

USD ($)

Dec. 31, 2012

CNY (¥)

Dec. 31, 2012

USD ($)

Apr. 30, 2012

CNY (¥)

Apr. 30, 2012

USD ($)

Dec. 21, 2011

USD ($)

Dec. 20, 2011

USD ($)

Term loan facility principal amount

$ 380,000

0.75%

Interest rate of Chinese Credit Facility BOA

$ 26,734

32,145

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 December 31, 2012

Debt (Additional Textual) [Abstract]

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

Commitment fee on undrawn amount

0.30%

Term loan principal repayment

1.25%

Term loan first installment

$ 20,000

Principal repayment of term loan

2.50%

Revolving Credit facility payments

$ 10,000

Total interest and commitments fees

$ 8,700

300

Total amortization expense

$ 889

Other current assets [Member]

Other long term assets [Member]

Deferred financing costs

800

Deferred financing costs

$ 1,800

Term Loan [Member]

Term loan facility principal amount

Maximum borrowing limits

$ 600,000

$ 400,000

Period of term loan facility

5 years

Borrowings, maturity date

Dec. 01, 2016

Borrowings, interest rate basis

2.00%

Revolving Credit Facility [Member]

1.75%

Deferred financing costs

$ 3,500

Period of term loan facility

5 years

Borrowings, maturity date

Dec. 01, 2016

Borrowing capacity under revolving credit facility

$ 200,000

Chinese Credit Facility [Member]

$ 0

Short term borrowings outstanding

$ 16,700

32,100

Chinese Credit Facility BOA [Member]

Borrowings, interest rate basis

Maximum borrowing limits

¥ 189,000,000

$ 30,000

5.60%

100.00%

Extended revolving credit facility of Chinese subsidiaries with BOA

$ 21,800

¥ 138,600,000

$ 22,000

^[1]

Chinese Credit Facility JPM [Member]

Borrowings, interest rate basis

5.60%

100.00%

Extended revolving credit facility of Chinese subsidiaries with BOA

$ 10,300

¥ 125,000,000

$ 20,000

Interest rate of Chinese Credit Facility BOA

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 December 31, 2012

Letter of Credit [Member]

Borrowing capacity under revolving credit facility

40,000

Borrowings on same-day notice [Member]

Borrowing capacity under revolving credit facility

$ 40,000

[1]	Includes stock-based compensation as follows:

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of our domestic and foreign income before income taxes:
Domestic	$ 133,361	$ 121,100	$ 121,964
Foreign	148,614	150,794	102,451
Total	$ 281,975	$ 271,894	$ 224,415

Income Taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current income tax expense:
Federal	$ 55,877	$ 49,736	$ 42,568
State	5,927	7,818	13,490
Foreign	30,543	37,480	30,056
Current income tax expense	92,347	95,034	86,114
Deferred income tax (benefit) expense:
Federal	(3,113)	216	972
State	(347)	148	(215)
Foreign	(1,500)	(1,295)	(1,410)
Deferred income tax (benefit) expense:	(4,960)	(931)	(653)
Provision for income taxes	$ 87,387	$ 94,103	$ 85,461

Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets:
Stock-based compensation	$ 21,605	$ 17,596
Net operating loss carryforwards	15,005	9,415
Provision for accrued expenses	6,824	5,950
Other	4,298	4,597
Total deferred tax assets	47,732	37,558
Less valuation allowance	(11,677)	(9,239)
Net deferred tax assets	36,055	28,319
Deferred tax liabilities:
Intangible assets	(28,205)	(26,699)
Property and equipment	(10,313)	(10,059)
Prepaid expenses	(2,087)	(923)
Other		(148)
Total deferred tax liabilities	(40,605)	(37,829)
Net deferred tax liability	$ (4,550)	$ (9,510)

Income Taxes (Details 3) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 3) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation of the provision for income taxes
Income tax expense at the federal statutory rate of 35%	$ 98,691	$ 95,163	$ 78,545
Foreign rate differential	(25,069)	(15,319)	(6,947)
State income taxes, net of effect of federal tax benefit	5,581	4,240	7,716
Unrecognized tax benefits and related interest	4,853	2,570	1,920
Non-deductible transaction costs		2,426
Change in valuation allowance	2,535	3,451	3,639
Other, net	796	1,572	588
Provision for income taxes	$ 87,387	$ 94,103	$ 85,461

The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to pretax Income or Loss from continuing operations; income tax expense or benefit may include interest and penalties on tax uncertainties based on the entity's accounting policy.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-Subparagraph (a),(b)
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 45
-Paragraph 25
-URI http://asc.fasb.org/extlink&oid=21917399&loc=d3e32247-109318

Reference 3: 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.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32672-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 45, 46
-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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 48
-Paragraph 15, 16, 19
-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.

Income Taxes (Details 4) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details 4) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation of the beginning and ending amount of gross unrecognized tax benefits
Unrecognized Tax Benefits, Beginning Balance	$ 12,900	$ 6,342	$ 2,672
Increases to tax positions related to the current year	11,854	5,631	3,913
Increases to tax positions related to the prior year	540	927	2,123
Reductions due to lapsed statute of limitations			(2,366)
Decreases to tax positions related to the prior year
Settlements during current year	(1,245)
Unrecognized Tax Benefits, Ending Balance	$ 24,049	$ 12,900	$ 6,342

Income Taxes (Details Textual) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details Textual) - USD ($) $ in Millions	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Taxes (Textual) [Abstract]
Income tax expense at federal statutory rate	35.00%
Income Taxes (Additional Textual) [Abstract]
Valuation allowance related to net operating loss carryforwards	$ 11.7
Increment of operating loss carryforwards, valuation allowance amount recorded		$ 2.4
Undistributed earnings of foreign subsidiaries	371.6	258.0
Unrecognized tax benefits	24.0
Liabilities for uncertain tax positions	10.2
Maximum [Member]
Income Taxes (Textual) [Abstract]
Interest expense, net of federal benefit and penalties, related to liabilities for uncertain tax positions	1.0	$ 1.0	$ 1.0
Federal [Member]
Income Taxes (Textual) [Abstract]
Operating loss carryforwards	$ 10.0
Expiration date of NOLs	between 2020 and 2032
Change in operating loss carryforwards valuation allowance	$ 2.5
State [Member]
Income Taxes (Textual) [Abstract]
Operating loss carryforwards	$ 7.3
Expiration date of NOLs	between 2020 and 2032
Foreign [Member]
Income Taxes (Textual) [Abstract]
Operating loss carryforwards	$ 49.3
Expiration date of NOLs	between 2012 and 2017
Change in operating loss carryforwards valuation allowance	$ 4.9
Singapore [Member]
Income Taxes (Textual) [Abstract]
Income tax expense at federal statutory rate		5.00%
Singapore's statutory tax rate		17.00%
Tax incentive agreement expiration date		Jun. 30, 2016
Agreement maturity extension period		5 years
Decrease to the 2012 tax provision	$ 4.3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Accrued expenses and other current liabilities
Accrued salary, bonus, and related benefits	$ 29,438	$ 21,744
Accrued marketing costs (1)	11,941	6,194
Accrued charitable foundation payments (2)	6,757	109
Other	15,100	9,222
Total accrued expenses and other current liabilities	$ 63,236	$ 37,269

Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

Other Long-Term Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Other Long Term Liabilities
Unrecognized tax benefits (1)	$ 24,049	$ 12,900	$ 6,342	$ 2,672
Other	2,425	2,497
Total other long-term liabilities	$ 25,563	$ 15,952

Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2012 USD ($)
Estimated future minimum rental payments under operating leases with non-cancelable lease term
2013	$ 6,730
2014	5,312
2015	3,124
2016	1,279
2017 and thereafter	7,337
Total	$ 23,782

Commitments and Contingencies (Details 1) $ in Thousands	Dec. 31, 2012 USD ($)
Summary our material commitments and obligations and excludes amounts already recorded on the Consolidated Balance Sheet
Operating leases, total	$ 23,782
Operating leases, Less than 1 year	6,730
Operating leases, 1 to 3 years	8,436
Operating leases, 3 to 5 years	2,558
Operating leases, More than 5 years	6,058
Purchase obligations, Total	1,441
Purchase obligations, Less than 1 year	586
Purchase obligations, 1 to 3 years	747
Purchase obligations, 3 to 5 years	108
Purchase obligations , More than 5 years
More than 5 years
Total	50,252
Total, Less than 1 year	14,835
Total, 1 to 3 years	21,749
Total, 3 to 5 years	7,610
Total, More than 5 years	6,058
Expected Interest Payments on Term Loan [Member]
Summary our material commitments and obligations and excludes amounts already recorded on the Consolidated Balance Sheet
Term Loan	25,029
Less than 1 year	7,519
1 to 3 years	12,566
3 to 5 years	$ 4,944

Commitments and Contingencies (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2012 USD ($) ft² Location	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)
Commitments and Contingencies (Textual) [Abstract]
Lease expiration date	Jun. 01, 2023
Leased location \| Location	21
Newton, Massachusetts [Member]
Commitments and Contingencies (Textual) [Abstract]
Leased area	119,000
Lease expiration date	Apr. 01, 2015
North America and Europe and Asia Pacific [Member]
Commitments and Contingencies (Textual) [Abstract]
Leased area	144,000
Lease expiration date	Jun. 01, 2023
Expedia [Member]
Commitments and Contingencies (Additional Textual) [Abstract]
Calculation of obligation of OIBA	2.00%
Subsequent calculation of obligation of Adjusted EBITDA	2.00%
Maximum [Member]
Commitments and Contingencies (Additional Textual) [Abstract]
Criteria percentage of damages claims	10.00%
Purchase Commitment [Member]
Commitments and Contingencies (Textual) [Abstract]
Rental expense \| $	$ 7.8	$ 6.0	$ 6.0

Employee Benefit Plans (Details Textual) $ in Millions	2 Months Ended	10 Months Ended	12 Months Ended
Employee Benefit Plans (Details Textual) $ in Millions	Dec. 31, 2011	Oct. 31, 2011	Dec. 31, 2012 USD ($) Installment shares	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)
Maximum [Member]
Employee Benefit Plans (Textual) [Abstract]
No of installments for payments upon termination \| Installment			5
Trip Advisor [Member]
Employee Benefit Plans (Textual) [Abstract]
Percentage of Contribution of pretax salary	50.00%
Maximum employer contribution	50.00%
Percentage of employee contributions to the plan	6.00%
Percentage of participant`s eligible earnings	3.00%
Contributions vested with the employees	2 years
Contributions to plans			$ 3.1
Maximum Percentage of employee contributions to the plan after-tax basis				10.00%
Automatic enrollment feature pre-tax	3.00%
Common Stock available for issuance to non-employee directors \| shares			100,000
Expedia [Member]
Employee Benefit Plans (Textual) [Abstract]
Percentage of Contribution of pretax salary		50.00%
Maximum employer contribution		50.00%
Percentage of employee contributions to the plan		6.00%
Percentage of participant`s eligible earnings		3.00%
Contributions vested with the employees		2 years
Contributions to plans				$ 2.0	$ 1.0

Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation of redeemable noncontrolling interests
Balance, beginning of period	$ 3,863
Stock based compensation	30,102	$ 17,344	$ 7,183
Purchases of subsidiary shares at fair value	(22,300)
Balance, end of period	0	3,863
Noncontrolling interests [Member]
Reconciliation of redeemable noncontrolling interests
Balance, beginning of period	3,863	2,637
Net income attributable to noncontrolling interests	519	114
Fair value adjustments	14,617	571
Stock based compensation	3,305	541
Purchases of subsidiary shares at fair value	(22,304)
Balance, end of period		$ 3,863	$ 2,637

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.

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

Redeemable Noncontrolling Interest (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Redeemable Noncontrolling Interest (Textual) [Abstract]
Stock based compensation	$ 30,102	$ 17,344	$ 7,183
Redeemable Noncontrolling Interest (Additional Textual) [Abstract]
Final purchase price paid for these noncontrolling interests	$ 22,300
Ownership percentage in subsidiary	100.00%
Remaining redeemable noncontrolling interests	$ 0	3,863
Stock Option [Member]
Redeemable Noncontrolling Interest (Textual) [Abstract]
Stock based compensation	$ 3,300
Stock-based compensation expense over the vesting term period	4 years
Restricted Stock Units (RSU) [Member]
Redeemable Noncontrolling Interest (Textual) [Abstract]
Stock based compensation		$ 500
Stock-based compensation expense over the vesting term period	4 years

Stockholders' Equity (Details) $ in Thousands	1 Months Ended
Stockholders' Equity (Details) $ in Thousands	Dec. 21, 2011 USD ($)
Accounting treatment and transfer of post-Spin-Off net assets
Invested equity prior to Spin-Off	$ 693,447
Distribution to Expedia (1)	(405,516)
Adjustment to distribution from Expedia (2)	7,028
Receivable from Expedia extinguished, net (3)	(1,525)
Common shares issued (4)	(121)
Class B shares issued (4)	(13)
Beginning Additional-Paid-In-Capital	$ 293,300

Stockholders' Equity (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Accumulated other comprehensive loss primarily comprised of accumulated foreign currency translation adjustments
Net unrealized gain (loss) on securities, net of tax	$ (104)
Cumulative foreign currency translation adjustments	(765)	$ (2,710)
Total accumulated Other Comprehensive Income (losses)	$ (869)	$ (2,710)

Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e681-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 10A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669646-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14A
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669686-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6915805&loc=d3e32022-110900

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 12, 13
-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 133
-Paragraph 45
-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 FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 31
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-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 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 18, 19, 22, 23, 24, 25, 26
-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.

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e637-108580

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e681-108580

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 14A
-URI http://asc.fasb.org/extlink&oid=20435746&loc=SL7669686-108580

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 31
-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
-Paragraph 15D
-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 Principles Board Opinion (APB)
-Number 12
-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 26
-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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reconciliation of Adjusted EBITDA to operating income and net income

Stockholders' Equity (Details Textual)	1 Months Ended	12 Months Ended
Stockholders' Equity (Details Textual)	Dec. 31, 2011 USD ($) Vote $ / shares shares	Dec. 31, 2012 USD ($) Director Vote $ / shares shares	Dec. 31, 2011 USD ($) Vote $ / shares shares	Dec. 21, 2011 USD ($) shares	Dec. 20, 2011 shares
Stockholders' Equity (Textual) [Abstract]
Spin-Off of shares		2
Percentage of directors elected by common stock holders		25.00%
Stockholders Equity (Additional Textual) [Abstract]
Number of directors \| Director		3
Conversion of Class B common stock		1
Preferred Common Stock Shares Authorized	100,000,000	100,000,000	100,000,000
Preferred Common Stock Par value per share \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0	0
Cash dividend transferred to Expedia \| $	$ 405,500,000
Cash on hand retained after Spin-Off \| $				$ 165,000,000
Amount remitted to Expedia \| $	165,000,000		$ 165,000,000
Additional receivable from Expedia \| $	$ 7,000,000		$ 7,000,000
Unrealized tax benefits \| $		$ 72
Expedia [Member]
Stockholders' Equity (Textual) [Abstract]
Spin-Off of shares	1
Expedia common stock reclassified, shares	120,661,020
Trip Advisor [Member]
Stockholders' Equity (Textual) [Abstract]
TripAdvisor common stock for exchange, shares	120,661,020
Common Stock [Member]
Stockholders' Equity (Textual) [Abstract]
Common stock, shares authorized	1,600,000,000	1,600,000,000	1,600,000,000
Common stock, par value \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Vote per common stock share		One
Common stock shares outstanding prior to spin off	120,661,808	130,030,138	120,661,808	120,661,020
Class B common stock [Member]
Stockholders' Equity (Textual) [Abstract]
Authorized Class B common stock shares	400,000,000	400,000,000	400,000,000
Common stock, shares authorized	400,000,000	400,000,000	400,000,000
Common stock, par value \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Common Stock Class B par value per share \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Vote per common Class B stock share \| Vote	10	10	10
Common stock shares outstanding prior to spin off	12,799,999	12,799,999	12,799,999	12,799,999	12,799,999
Class B common stock [Member] \| Expedia [Member]
Stockholders' Equity (Textual) [Abstract]
Expedia common stock reclassified, shares	12,799,999
Class B common stock [Member] \| Trip Advisor [Member]
Stockholders' Equity (Textual) [Abstract]
TripAdvisor common stock for exchange, shares	12,799,999

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Related Party Transactions (Textual) [Abstract]
Potential shares of common stock	8,654,000	6,575,000	8,654,000	6,575,000
Related Party (Additional Textual) [Abstract]
Revenue derived from related party transactions			$ 203,751	$ 211,018	$ 171,110
Percentage of related party revenue to total revenue			27.00%	33.00%	35.00%
Related-party shared services fee				$ 9,222	$ 7,900
Other related-party operating expenses included within Selling and Marketing expense			$ 6,400	4,300	1,200
Net related party receivable with Expedia and its subsidiaries	$ 24,000	$ 14,100	24,000	14,100
Distribution to related party prior to spinoff		405,500		405,500
Cash on hand retained following the Spin-Off		$ 165,000		165,000
Common stock purchased by Liberty	4,799,848
Amount received from related party			$ 7,000
Expedia [Member]
Related Party Transactions (Textual) [Abstract]
Related-party interest income (expense), net				$ 500	$ (200)
Percentage of voting power	25.00%	25.00%	25.00%	25.00%
Board of Directors [Member]
Related Party Transactions (Textual) [Abstract]
Percentage of voting power	25.00%	25.00%	25.00%	25.00%
Maximum [Member]
Related Party Transactions (Textual) [Abstract]
Period of various commercial agreements			1 year
Restricted Stock Units (RSU) [Member]
Related Party Transactions (Textual) [Abstract]
Common Stock issuable upon settlement	446,000	926,000	446,000	926,000
Stock options vest period			5 years
Mr. Diller [Member]
Related Party Transactions (Textual) [Abstract]
Beneficially Ownership of Shares of Common Stock	2,047,088
Potential shares of common stock	1,994,759		1,994,759
Stock options vest period	60 days
Percentage taken from outstanding shares of Common Stock	1.41%
Mr. Diller [Member] \| Restricted Stock Units (RSU) [Member]
Related Party Transactions (Textual) [Abstract]
Common Stock issuable upon settlement	10,319		10,319
Liberty [Member]
Related Party Transactions (Textual) [Abstract]
Beneficially Ownership of Shares of Common Stock	18,159,752
Percentage taken from outstanding shares of Common Stock	14.00%
Percentage of beneficially Ownership of Shares of Common Stock	21.70%
Right to voting	one vote per share
Beneficially ownership of equity securities	56.60%
Liberty [Member] \| Class B common stock [Member]
Related Party Transactions (Textual) [Abstract]
Beneficially Ownership of Shares of Common Stock	12,799,999
Percentage taken from outstanding shares of Common Stock Class B			100.00%
Right to voting	ten votes per share

Segment Information (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2012

Sep. 30, 2012

Jun. 30, 2012

Mar. 31, 2012

Dec. 31, 2011

Sep. 30, 2011

Jun. 30, 2011

Mar. 31, 2011

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Adjusted EBITDA

$ 352,474

$ 322,918

$ 260,963

Depreciation

(19,966)

(18,362)

(12,871)

OIBA

332,508

304,556

248,092

Amortization of intangible assets

(6,110)

(7,523)

(14,609)

Stock-based compensation

(30,102)

(17,344)

(7,183)

Spin-off costs

^[1]

(6,932)

Operating income

$ 46,992

$ 92,249

$ 83,678

$ 73,377

$ 33,556

$ 82,068

$ 83,819

$ 73,314

296,296

272,757

226,300

Interest income (expense), net

(10,871)

391

(241)

Other, net

(3,450)

(1,254)

(1,644)

Provision for income taxes

(87,387)

(94,103)

(85,461)

Net (income) loss attributable to noncontrolling interest

(519)

(114)

(178)

$ 33,579

$ 59,360

$ 53,019

$ 48,111

$ 22,021

$ 54,314

$ 54,064

$ 47,278

$ 194,069

$ 177,677

$ 138,776

[1]	Includes stock-based compensation as follows:

Segment Information (Details 1) - USD ($) $ in Thousands	12 Months Ended
Segment Information (Details 1) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of total revenue by product
Total revenue	$ 762,966	$ 637,063	$ 484,635
Click-based advertising [Member]
Summary of total revenue by product
Total revenue	587,781	499,993	383,543
Display-based advertising [Member]
Summary of total revenue by product
Total revenue	94,147	85,736	71,848
Subscription, transaction and other [Member]
Summary of total revenue by product
Total revenue	$ 81,038	$ 51,334	$ 29,244

Segment Information (Details 2) - USD ($) $ in Thousands	12 Months Ended
Segment Information (Details 2) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of revenue by geographic area
Total revenue	$ 762,966	$ 637,063	$ 484,635
United States [Member]
Summary of revenue by geographic area
Total revenue	386,221	348,066	297,830
United Kingdom [Member]
Summary of revenue by geographic area
Total revenue	110,213	99,646	69,721
All other countries [Member]
Summary of revenue by geographic area
Total revenue	$ 266,542	$ 189,351	$ 117,084

Segment Information (Details 3) - USD ($) $ in Thousands	Dec. 31, 2012	Dec. 31, 2011
Property and equipment, net
Property and equipment, net (note 6)	$ 43,802	$ 34,754
United States [Member]
Property and equipment, net
Property and equipment, net (note 6)	36,255	30,138
All other countries [Member]
Property and equipment, net
Property and equipment, net (note 6)	$ 7,547	$ 4,616

Segment Information (Details Textual)	12 Months Ended
Segment Information (Details Textual)	Dec. 31, 2012 Segment
Segment Information [Abstract]
Number of reportable segment	1

Subsequent Events (Details Textual) $ in Millions	1 Months Ended
Subsequent Events (Details Textual) $ in Millions	Feb. 28, 2013 USD ($)
Subsequent Events [Abstract]
Common share repurchase authorization under share repurchase program	$ 250.0

Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of selected unaudited financial information
Revenue	$ 169,393	$ 212,710	$ 197,148	$ 183,715	$ 137,798	$ 180,801	$ 169,242	$ 149,222
Operating income	46,992	92,249	83,678	73,377	33,556	82,068	83,819	73,314	$ 296,296	$ 272,757	$ 226,300
Net income	33,717	59,535	53,165	48,171	22,017	54,293	54,110	47,371	194,588	177,791	138,954
Net income attributable to TripAdvisor, Inc.	$ 33,579	$ 59,360	$ 53,019	$ 48,111	$ 22,021	$ 54,314	$ 54,064	$ 47,278	$ 194,069	$ 177,677	$ 138,776
Basic	$ 0.24	$ 0.42	$ 0.38	$ 0.36	$ 0.16	$ 0.41	$ 0.41	$ 0.35	$ 1.39	$ 1.33	$ 1.04
Diluted	$ 0.23	$ 0.41	$ 0.37	$ 0.35	$ 0.16	$ 0.41	$ 0.41	$ 0.35	$ 1.37	$ 1.32	$ 1.04

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.21)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=16381557&loc=d3e4984-109258

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7655603&loc=d3e1252-109256

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04.23)
-URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 18
-Article 7

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 36, 37, 38
-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 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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 20
-Article 5

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 21
-Article 9

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

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

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph d
-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 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 10, 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 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A7
-Appendix A

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 87-21
-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 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 14: 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 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 28, 29, 30
-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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

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