View Filing Data

^[2]

24,556

20,056

72,541

54,562

7,634

5,037

20,834

14,033

Income before income taxes

1,443

1,310

4,182

4,909

Total costs and expenses

171,442

120,461

465,877

344,269

Operating income

83,694

92,249

266,115

249,304

Other income (expense):

Interest income

475

1,316

260

Interest expense

(2,562)

(2,882)

(7,875)

(8,403)

Other, net

2,016

1,367

(1,595)

(2,476)

Total other expense, net

(71)

(1,439)

(8,154)

(10,619)

83,623

90,810

257,961

238,685

Provision for income taxes

(27,741)

(31,275)

(72,792)

(77,814)

Net income

55,882

59,535

185,169

160,871

Net (income) loss attributable to noncontrolling interests

(175)

(381)

Net income attributable to TripAdvisor, Inc.

$ 55,882

$ 59,360

$ 185,169

$ 160,490

Earnings Per Share attributable to TripAdvisor, Inc.:

Basic

$ 0.39

$ 0.42

$ 1.29

$ 1.16

Diluted

$ 0.38

$ 0.41

$ 1.27

$ 1.14

Weighted Average Common Shares Outstanding:

Basic

142,690

142,342

143,095

138,458

Diluted

145,454

143,657

145,258

140,517

(1) Excludes amortization as follows:

$ 7,634

$ 5,037

$ 20,834

$ 14,033

Selling and Marketing Expense [Member]

1,443

1,310

4,182

4,909

Excluded Amortization

5,199

3,414

14,397

9,470

(2) Includes stock-based compensation as follows:

Technology And Content [Member]

2,795

1,184

7,354

3,185

(2) Includes stock-based compensation as follows:

General and Administrative Expense [Member]

5,479

3,187

15,901

7,125

(2) Includes stock-based compensation as follows:

Software Development [Member]

3,377

4,092

12,215

9,613

Costs and expenses:

(1) Excludes amortization as follows:

4,954

3,231

13,741

8,923

Technology-Based Intangible Assets [Member]

4,954

3,231

13,741

8,923

Costs and expenses:

(1) Excludes amortization as follows:

245

183

656

547

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

$ 245

$ 183

$ 656

$ 547

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

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 55,882	$ 59,535	$ 185,169	$ 160,871
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	3,168	1,724	(393)	1,955
Available-for-sale investments:
Change in net unrealized gain (loss)	557		(6)
Less: reclassification adjustment for gains (losses) included in net income	(58)		(40)
Net change (net of tax effect of $340 and ($32))	499		(46)
Total other comprehensive income (loss), net of tax	3,667	1,724	(439)	1,955
Comprehensive income	59,549	61,259	184,730	162,826
Less: Comprehensive (income) loss attributable to noncontrolling interests		(175)		(381)
Comprehensive income attributable to TripAdvisor, Inc.	$ 59,549	$ 61,084	$ 184,730	$ 162,445

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net of unrealized tax benefit	$ 340	$ (32)

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 276,358	$ 367,515
Short-term marketable securities (note 4)	155,997	118,970
Receivable-sale of marketable securities (note 4)	40,406
Accounts receivable, net of allowance of $3,331 and $2,818 at September 30, 2013 and December 31, 2012, respectively	111,138	81,459
Receivable from Expedia, Inc., net (note 14)	33,882	23,971
Taxes receivable	10,187	24,243
Deferred income taxes, net	5,795	5,971
Prepaid expenses and other current assets	13,989	10,365
Total current assets	647,752	632,494
Long-term marketable securities (note 4)	163,525	99,248
Property and equipment, net	64,551	43,802
Deferred income taxes, net	4,218	502
Other long-term assets	16,414	13,274
Intangible assets, net (note 7)	51,007	38,190
Goodwill (note 7)	500,686	471,684
TOTAL ASSETS	1,448,153	1,299,194
Current liabilities:
Accounts payable	11,985	12,796
Deferred merchant payables (note 2)	28,596	1,303
Deferred revenue	44,087	31,563
Credit facility borrowings (note 5)	26,177	32,145
Borrowings, current (note 5)	40,000	40,000
Taxes payable	10,798	14,597
Accrued expenses and other current liabilities (note 8)	95,168	63,236
Total current liabilities	256,811	195,640
Deferred income taxes, net	10,261	11,023
Other long-term liabilities	42,275	25,563
Borrowings, net of current portion (note 5)	310,000	340,000
Total Liabilities	619,347	572,226
Commitments and Contingencies (note 9)
Stockholders' equity:
Preferred stock $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0
Additional paid-in capital	590,685	531,256
Retained earnings	381,607	196,438
Accumulated other comprehensive loss	(1,308)	(869)
Treasury stock-Common stock, at cost, 2,083,709 and 0 shares, at September 30, 2013 and December 31, 2012 respectively	(142,322)
Total stockholders' equity	828,806	726,968
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,448,153	1,299,194
Common Stock [Member]
Stockholders' equity:
Common stock	131	130
Class B Common Stock [Member]
Stockholders' equity:
Common stock	13	13
Total stockholders' equity	$ 13	$ 13

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Net of allowance for receivable	$ 3,331	$ 2,818
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
Treasury stock, shares	2,083,709	0
Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	131,372,883	130,060,138
Common stock, shares outstanding	129,289,174	130,060,138
Class B Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	12,799,999	12,799,999
Common stock, shares outstanding	12,799,999	12,799,999

Consolidated Statements of Changes in Stockholders' Equity - 9 months ended Sep. 30, 2013 - USD ($) $ in Thousands	Total	Class B Common Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive (Loss) Income [Member]	Treasury Stock [Member]
Beginning balance at Dec. 31, 2012	$ 726,968	$ 13	$ 130	$ 531,256	$ 196,438	$ (869)
Beginning balance, shares at Dec. 31, 2012		12,799,999	130,060,138
Net income attributable to TripAdvisor, Inc.	185,169				185,169
Currency translation adjustments	(393)					(393)
Unrealized loss on marketable securities, net of tax and reclassification adjustments	(46)					(46)
Issuance of common stock related to exercise of options and vesting of RSUs	24,423		$ 1	24,422
Issuance of common stock related to exercise of options and vesting of RSUs, shares			1,312,745
Repurchase of common stock	(142,322)						$ (142,322)
Repurchase of common stock, shares							(2,083,709)
Tax benefits on equity awards	8,813			8,813
Minimum withholding taxes on net share settlements of equity awards	(9,878)			(9,878)
Stock-based compensation expense	36,072			36,072
Ending balance at Sep. 30, 2013	$ 828,806	$ 13	$ 131	$ 590,685	$ 381,607	$ (1,308)	$ (142,322)
Ending balance, shares at Sep. 30, 2013		12,799,999	131,372,883				(2,083,709)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Operating activities:
Net income	$ 185,169	$ 160,871
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment, including amortization of internal-use software and website development	20,834	14,033
Stock-based compensation	35,470	19,923
Amortization of intangible assets	4,182	4,909
Amortization of deferred financing costs	594	683
Amortization of discounts and premiums on marketable securities, net	3,821
Deferred tax (benefit) expense	(452)	413
Excess tax benefits from stock-based compensation	(8,807)	(2,189)
Provision (recovery) for doubtful accounts	1,378	(1,584)
Foreign currency transaction (gains) losses, net	29	1,779
Other, net	1,600	21
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	(28,625)	(32,461)
Related parties	(9,898)	(25,500)
Taxes receivable	14,056	(4,006)
Prepaid expenses and other assets	(3,222)	(1,885)
Accounts payable	(3,277)	3,641
Deferred merchant payables	12,769	(1,021)
Taxes payable	21,205	(528)
Accrued expenses and other liabilities	22,492	20,447
Deferred revenue	9,005	10,383
Net cash provided by operating activities	278,323	167,929
Investing activities:
Acquisitions, net of cash acquired	(31,516)
Capital expenditures, including internal-use software and website development	(39,318)	(20,587)
Purchases of marketable securities	(375,368)
Sales of marketable securities	123,647
Maturities of marketable securities	105,739
Proceeds from Expedia, Inc. related to Spin-Off		7,028
Other, net	350
Net cash used in investing activities	(216,466)	(13,559)
Financing activities:
Repurchase of common stock	(137,565)
Proceeds from credit facilities	8,080	12,798
Payments on credit facilities	(14,728)	(10,000)
Principal payments on long-term debt	(30,000)	(15,000)
Proceeds from exercise of stock options and warrants	21,058	226,251
Payment of minimum withholding taxes on net share settlements of equity awards	(9,878)	(3,689)
Excess tax benefits from stock-based compensation	8,807	2,189
Net cash (used) provided by financing activities	(154,226)	212,549
Effect of exchange rate changes on cash and cash equivalents	1,212	(2,079)
Net (decrease) increase in cash and cash equivalents	(91,157)	364,840
Cash and cash equivalents at beginning of year	367,515	183,532
Cash and cash equivalents at end of period	276,358	548,372
Supplemental disclosure of non-cash investing activities:
Marketable securities sold during the period but settled after period end	$ 40,406

Organization and Basis of Presentation	9 Months Ended
Organization and Basis of Presentation	Sep. 30, 2013
Accounting Policies [Abstract]
Organization and Basis of Presentation	NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION We refer to TripAdvisor, Inc. and our wholly-owned subsidiaries as “TripAdvisor,” “the Company,” “us,” “we” and “our” in these notes to the unaudited consolidated financial statements. During 2011, Expedia, Inc., or Expedia, announced its plan to separate into two independent public companies in order to better achieve certain strategic objectives of its various businesses. We refer to this transaction as the “Spin-Off.” On December 20, 2011, following the close of trading on the NASDAQ Global Select Market (“NASDAQ”), the Spin-Off was completed, and TripAdvisor began trading as an 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. In connection with the Spin-Off, Expedia contributed or transferred all of the subsidiaries and assets relating to Expedia’s TripAdvisor Media Group to TripAdvisor and TripAdvisor assumed all of the liabilities relating to Expedia’s TripAdvisor Media Group. Our common stock trades on the NASDAQ under the trading symbol “TRIP.” *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 (including 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 33 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 media brands: www.airfarewatchdog.com, www.bookingbuddy.com, www.cruisecritic.com, www.everytrail.com, www.familyvacationcritic.com, www.flipkey.com, www.gateguru.com, www.holidaylettings.co.uk, www.holidaywatchdog.com, www.independenttraveler.com, www.jetsetter.com, www.niumba.com, www.onetime.com, www.seatguru.com, www.smartertravel.com, www.tingo.com, www.travelpod.com, www.virtualtourist.com, www.whereivebeen.com, and www.kuxun.cn, 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, 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. *Basis of Presentation* The accompanying unaudited consolidated financial statements have been prepared by us in accordance with generally accepted accounting principles, or GAAP, for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under generally accepted accounting principles for complete periods have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included. All such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2012 in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results to be expected for the full year. The financial statements and related financial disclosures have been presented on a consolidated basis. *Consolidation* Our consolidated 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 noncontrolling interest in our consolidated 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. Although we currently operate at a loss in the Chinese market, our variable interest entities are not material for all periods presented. *Accounting Estimates* We use estimates and assumptions in the preparation of our consolidated 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 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 financial statements include revenue recognition; recoverability of long-lived assets, valuation and impairment of marketable securities, intangible assets and goodwill; income taxes; useful lives of property and equipment; purchase accounting and stock-based compensation. *Reclassifications* We have reclassified certain amounts related to our prior period results to conform to our current period presentation. *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.

Significant Accounting Policies	9 Months Ended
Significant Accounting Policies	Sep. 30, 2013
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2: SIGNIFICANT ACCOUNTING POLICIES *Deferred Merchant Payables* We receive cash from travelers at the time of booking related to our transaction-based businesses and we record these amounts, net of commissions, on our consolidated balance sheets as deferred merchant payables. We pay the hotel or vacation rental owners after the travelers’ use and subsequent billing from the hotel or vacation rental owners. Therefore, we receive cash from the traveler prior to paying the hotel or vacation rental owners, and this operating cycle represents a working capital source of cash to us. As long as our transaction-based businesses grow, we expect that changes in working capital related to these transactions will positively impact operating cash flows. As of September 30, 2013, our deferred merchant payables balance was $28.6 million and for the nine months ended September 30, 2013, the related transactions generated positive operating cash flow of $12.8 million. A payable balance of $14.5 million was acquired with our business acquisitions during the nine months ended September 30, 2013. For additional information on our business acquisitions refer to “Note 6—Acquisitions” below. The deferred merchant payables balance at December 31, 2012 was $1.3 million. There have been no material changes or other additions to our significant accounting policies since December 31, 2012. For additional information about our critical accounting policies and estimates, refer to “Note 2—Significant Accounting Policies,” included in our Annual Report on Form 10-K for the year ended December 31, 2012. *Recently Adopted Accounting Pronouncements* Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income In February 2013, the Financial Accounting Standards Board, or FASB, issued new accounting guidance which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The new guidance requires that companies present, either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified based on its source and is effective for public companies in interim and annual reporting periods beginning after December 15, 2012. Accordingly, we have adopted these presentation requirements during the first quarter of 2013. The adoption of this new guidance did not have a material impact on our consolidated financial statements or related disclosures. *New Accounting Pronouncements Not Yet Adopted* Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists In July 2013, the FASB issued new accounting guidance on the presentation of unrecognized tax benefits. The new guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2013, with early adoption permitted. Accordingly, we plan to adopt these presentation requirements during the first quarter of 2014. The adoption of this new guidance is not expected to have a material impact on our consolidated financial statements or related disclosures.

Stock Based Awards and Other Equity Instruments

9 Months Ended

Sep. 30, 2013

Stock Based Awards and Other Equity Instruments

NOTE 3: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

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

For the three and nine months ended September 30, 2013, we recognized total stock-based compensation expense of $11.7 million and $35.5 million, respectively. The total income tax benefit related to stock-based compensation expense was $4.4 million and $13.8 million for the three and nine months ended September 30, 2013, respectively. For the three and nine months ended September 30, 2012, we recognized total stock-based compensation expense of $8.5 million and $19.9 million, respectively. The total income tax benefit related to stock-based compensation expense was $3.2 million and $7.2 million for the three and nine months ended September 30, 2012, respectively.

TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan, As Amended

On December 20, 2011, our 2011 Stock and Annual Incentive Plan became effective. At our annual meeting of stockholders held on June 28, 2013 (the “Annual Meeting”), our stockholders approved an amendment to our 2011 Stock and Annual Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares. We refer to our 2011 Stock and Annual Incentive Plan, as amended by the amendment as the “2011 Incentive Plan.” A summary of the material terms of the 2011 Incentive Plan can be found in “Proposal 3: Approval of the 2011 Stock and Annual Incentive Plan, as amended” in our Proxy Statement for the Annual Meeting. 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 previously filed.

2013 Stock Option Activity

The exercise price for all stock options granted by us to date has been equal to the market price of the underlying shares of common stock at the date of grant. In this regard, when making stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Stock options granted during the first nine months of 2013 generally have a term of ten years from the date of grant and generally vest over a four-year service period.

During the nine months ended September 30, 2013, we granted 2,776,247 primarily service-based stock options under the 2011 Incentive Plan with a weighted average grant-date fair value per option of $28.11. We will amortize the fair value, net of estimated forfeitures, as stock-based compensation expense over the vesting term of generally four years on a straight-line basis, 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. We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment in the period of change which also impacts the amount of stock compensation expense to be recognized in future periods.

A summary of the status and activity for stock option awards relating to our common stock for the nine months ended September 30, 2013, 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, 2013		8,654	$	31.41
Granted		2,776		57.66
Exercised (1)		1,273		23.53			$	45,300
Cancelled		481		37.34


Options outstanding at September 30, 2013		9,676	$	39.69		6.1	$	349,716


Exercisable as of September 30, 2013		3,499	$	29.83		3.2	$	160,963


Vested and expected to vest after September 30, 2013		8,813	$	39.46		5.9	$	320,645

(1)

Inclusive of 168,795 options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the minimum amount of required employee withholding taxes. Potential shares which had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Incentive Plan and can be reissued by the Company. We began net-share settling the majority of our stock option exercises during the third quarter of 2013. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on NASDAQ as of September 30, 2013 was $75.84.

The estimated fair value of the options granted under the 2011 Incentive Plan was calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to value stock-based awards, which includes the risk-free rate of return, expected 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 our historical stock price volatility and of publicly traded companies that we consider peers based on daily price observations over a period equivalent to 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 and do not expect to pay any cash dividends for the foreseeable future.

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


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Risk free interest rate		1.83	%		0.90	%		1.40	%		1.03	%
Expected term (in years)		5.80			6.25			6.05			6.22
Expected volatility		49.62	%		54.78	%		50.81	%		53.54	%
Expected dividend yield		0	%		0	%		0	%		0	%

2013 RSU Activity

During the nine months ended September 30, 2013, we granted 1,083,082 primarily service-based RSUs under the 2011 Incentive Plan for which the fair value was measured based on the quoted price of our common stock at the date of grant. We will amortize the fair value, net of estimated forfeitures, as stock-based compensation expense over the vesting term of generally four years on a straight-line basis, 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		Aggregate Intrinsic Value
	(In thousands)				(In thousands)
Unvested RSUs outstanding as of January 1, 2013		446	$	26.11
Granted		1,083		48.84
Vested and released (1)		333		22.51
Cancelled		76		44.81


Unvested RSUs outstanding as of September 30, 2013		1,120	$	47.27	$	84,989

(1)

Inclusive of 127,199 RSUs withheld to satisfy employee minimum tax withholding requirements due to net share settlement. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Incentive Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

A summary of the unrecognized compensation expense, net of estimated forfeitures, and the weighted average period remaining at September 30, 2013 related to our non-vested stock options and RSU awards is presented below (in thousands, except year information):


	Stock Options		RSUs
Unrecognized compensation expense (net of forfeitures)	$	100,509	$	32,061
Weighted average period remaining (in years)		3.46		3.29

All shares of common stock issued in respect of the exercise of options or other equity awards since Spin-Off have been issued from authorized, but unissued common stock.

Financial Instruments

9 Months Ended

Sep. 30, 2013

Investments All Other Investments [Abstract]

Financial Instruments

NOTE 4: 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 September 30, 2013 and December 31, 2012 (in thousands):


	September 30, 2013
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents(1)		Short-Term Marketable Securities		Long-Term Marketable Securities
Cash (1)	$	231,400	$	—	$	—		$	231,400	$	231,400	$	—	$	—
Level 1:

Money market funds		44,958		—		—			44,958		44,958		—		—


Subtotal		44,958		—		—			44,958		44,958		—		—


Level 2:
U.S. agency securities		38,522		13		(28	)		38,507		—		16,026		22,481
U.S. treasury securities		15,298		1		—			15,299		—		15,299		—
Certificates of deposit		19,200		22		—			19,222		—		16,221		3,001
Commercial paper		999		1		—			1,000		—		1,000		—
Corporate securities		240,755		77		(339	)		240,493		—		102,450		138,043
Municipal securities		5,001		—		—			5,001		—		5,001		—


Subtotal		319,775		114		(367	)		319,522		—		155,997		163,525


Total	$	596,133	$	114	$	(367	)	$	595,880	$	276,358	$	155,997	$	163,525


	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		215,052		—		—			215,052		215,052		—		—


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

(1)

Total cash does not include $40.4 million of marketable securities which were sold during the period, but had not yet settled on report date. This amount was recorded to Receivable—sale of marketable securities on our consolidated balance sheet at September 30, 2013. This cash was received on October 1, 2013.

Our cash and cash equivalents consist of cash on hand in global financial institutions, money market funds and marketable securities with contractual maturity dates of 90 days or less at the date purchased. The remaining contractual maturity dates of our long-term marketable securities range from one to three years and our short-term marketable securities include contractual maturity dates that were greater than 90 days at the date purchased and have 12 months or less remaining at September 30, 2013.

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 was derived from quoted prices in active markets for identical assets or liabilities. Investments in U.S. Treasury securities are considered “Level 2” valuations because we have access to quoted prices, but do not have visibility into the volume and frequency of trading for all investments. Fair values for our U.S. agency securities, commercial paper, corporate securities, certificates of deposit and municipal securities 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 material realized gains or losses related to sales of our marketable securities for the three and nine months ended September 30, 2013 and 2012.

As of September 30, 2013, we have marketable securities with a total fair value of $165.1 million in a total gross unrealized loss position of $0.4 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 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 nine months ended September 30, 2013 and 2012, 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 September 30, 2013 or December 31, 2012.

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 loss of $1.2 million and $0.6 million for the three and nine month periods ended September 30, 2013, respectively, related to our forward contracts in our consolidated statement of operations in Other, net. We recorded a net loss of $0.3 million for the three and nine month periods ended September 30, 2012, respectively, related to our forward contracts in our consolidated statement of operations in Other, net. The net cash received or paid related to our derivative instruments are classified as operating in our consolidated statements of cash flows, which is based on the objective of the derivative instruments.

The following tables show the fair value and notional principal amounts of our outstanding or unsettled derivative instruments that are not designated as hedging instruments (in thousands):


	Balance Sheet Caption	September 30, 2013
		Fair Value of Derivative(2)				U.S. Dollar Notional
		Asset		Liability

Foreign exchange-forward contracts (current)	Accrued and other current liabilities (1)	$	—	$	160	$	6,604


	Balance Sheet Caption	December 31, 2012
		Fair Value of Derivative(2)				U.S. Dollar Notional
		Asset		Liability

Foreign exchange-forward contracts (current)	Accrued and other current liabilities (1)	$	—	$	64	$	2,710

(1)	Derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. dollar.

(2)	The fair value of our derivatives are 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, deferred merchant 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 our consolidated balance sheets as of September 30, 2013 and December 31, 2012. The carrying value of the long-term borrowings outstanding on our Credit Agreement bears interest at a variable rate and therefore is also considered to approximate fair value.

We did not have any Level 3 assets or liabilities for the periods ended September 30, 2013 and December 31, 2012.

Debt

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Debt

NOTE 5: DEBT

Term Loan Facility Due 2016 and Revolving Credit Facility

Overview

On December 20, 2011, we entered into a credit agreement, dated as of December 20, 2011, by and among TripAdvisor, TripAdvisor Holdings, LLC, and TripAdvisor LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Europe Limited, as London agent (this credit agreement, together with all exhibits, schedules, annexes, certificates, assignments and related documents contemplated thereby, is referred to herein as 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 150 basis points, or the Eurocurrency Spread, or the alternate base rate (“ABR”) plus 50 basis points, and undrawn amounts are currently subject to a commitment fee of 22.5 basis points.

As of September 30, 2013, we are using a one-month interest period Eurocurrency spread, which is approximately 1.7% 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 is currently repayable in quarterly installments on the last day of each calendar quarter equal to 2.5% of the original principal amount with the balance due on the final maturity date. Principal payments aggregating $30 million were made during the nine months ended September 30, 2013.

The Revolving Credit Facility includes $40 million of borrowing capacity available for letters of credit and $40 million for borrowings on same-day notice. As of September 30, 2013, there are no outstanding borrowings under our Revolving Credit Facility. During the three and nine months ended September 30, 2013, we recorded total interest and commitment fees on our Credit Agreement of $1.8 million and $5.9 million, respectively, to interest expense, on our consolidated statement of operations. During the three and nine months ended September 30, 2012, we recorded total interest and commitment fees on our Credit Agreement of $2.1 million and $6.5 million, respectively, to interest expense on our consolidated statements of operations. All unpaid interest and commitment fee amounts as of September 30, 2013 and December 31, 2012 were not material.

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


	September 30, 2013
Short-Term Debt:
Revolving Credit Facility	$	—
Term Loan		40,000


Total Short-Term Borrowings	$	40,000


Long-Term Debt:
Term Loan	$	310,000


Total Long-Term Borrowings	$	310,000

The remaining future minimum principal payment obligations due under the Credit Agreement related to our Term Loan is as follows as of September 30, 2013 (in thousands):


	Payment Amount
2013 (remaining three months)	$	10,000
2014	$	40,000
2015	$	40,000
2016	$	260,000


Total	$	350,000

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, 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 contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under Credit Agreement and all actions permitted to be taken by a secured creditor.

As of September 30, 2013, we believe we are in compliance with all of our debt covenants.

Chinese Credit Facilities

In addition to our borrowings under the Credit Agreement, we maintain our Chinese Credit Facilities. As of September 30, 2013 and December 31, 2012, we had short-term borrowings outstanding of $26.2 million and $32.1 million, 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 third quarter of 2012, this credit line was increased to RMB 189,000,000 (approximately $30 million). During the nine months ended September 30, 2013, we made a payment inclusive of interest of RMB 68,283,570 (approximately $10.9 million). We currently have $11.9 million of outstanding borrowings from the Chinese Credit Facility—BOA as of September 30, 2013. Our Chinese Credit Facility—BOA currently bears interest at a rate based on 100% of the People’s Bank of China’s base rate and was 5.6% as of September 30, 2013.

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”). This credit facility was renewed for an additional year in April 2013. During the nine months ended September 30, 2013, we made a payment inclusive of interest of RMB 24,281,546 (approximately $3.9 million). We currently have $14.3 million of outstanding borrowings from the Chinese Credit Facility—JPM as of September 30, 2013. Our Chinese Credit Facility—JPM currently bears interest at a rate based on 100% of the People’s Bank of China’s base rate and was 5.6% as of September 30, 2013.

Acquisitions

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Acquisitions

NOTE 6: ACQUISITIONS

During the nine months ended September 30, 2013, we completed five acquisitions for total cash consideration paid of $31.5 million, net of cash acquired. The total cash consideration is subject to adjustment based on the finalization of working capital adjustments and amounts retained with payment subject to certain indemnification obligations by the respective sellers for our benefit in future periods. We acquired TinyPost, the developer of a product that enables users to write over photos and turn them into stories, Jetsetter, a members-only private sale site for hotel bookings; CruiseWise, a cruise research and planning site; Niumba, a Spain-based vacation rental site; and GateGuru, a mobile app with flight and airport information around the world, all of which complement our existing brands in those areas of the travel ecosystem. The total purchase price of these acquisitions, all of which were accounted for as purchases of businesses under the acquisition method, have been allocated to the tangible and identifiable intangible assets acquired and the net liabilities assumed based on their respective fair values on the acquisition date. The purchase price allocation of our 2013 acquisitions are 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 liabilities acquired will lead to a corresponding change to the purchase price allocable to goodwill. Acquisition-related costs were expensed as incurred and were not significant.

The following table presents the summary purchase price allocation initially recorded for all 2013 acquisitions on our consolidated balance sheets at the respective acquisition dates (in thousands):


	Total
Net liabilities (1)	$	(14,195	)
Goodwill (2)		34,137
Intangible assets (3)		16,944
Deferred tax liability		(1,352	)


Total purchase price consideration (4)	$	35,534

(1)	Includes cash acquired of $2.9 million.

(2)

The goodwill represents the excess value over both tangible and intangible assets acquired. The goodwill in these transactions is primarily attributable to expected operational synergies, the assembled workforces, and the future development initiatives of the assembled workforces. Goodwill in the amount of $17.4 million is expected to be deductible for tax purposes.

(3)

Identifiable definite-lived intangible assets were comprised of developed technology of $1.6 million, trade names of $7.0 million, customer relationships of $7.9 million, and non-compete agreements of $0.4 million. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of the companies was 8.3 years, which will be amortized on a straight-line basis over their estimated useful lives from acquisition date.

(4)	Subject to adjustment based on (i) final working capital adjustment calculations, and (ii) indemnification obligations of the acquired company stockholders.

Our consolidated financial statements include the operating results of all acquired businesses from the date of each acquisition. Pro forma results of operations for all 2013 acquisitions have not been presented in our consolidated financial statements as the financial impact to our consolidated financial statements both individually and in aggregate, are not material. There were no acquisitions completed during the nine months ended September 30, 2012.

Goodwill And Intangible Assets Disclosure [Abstract]

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).

+ References

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=25497992&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=25497992&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=25497992&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=25497992&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=25497992&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=25497992&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 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: 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

+ Details

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets, Net

NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET

The change in goodwill for the nine months ended September 30, 2013 consists of the following (in thousands):


	Total
Balance at December 31, 2012	$	471,684

Additions (1)		34,137
Purchase price allocation adjustments (2)		(5,391	)
Foreign exchange translation adjustments		256


Balance at September 30, 2013	$	500,686

(1)	The additions to goodwill relate to our business acquisitions. See “Note 6—Acquisitions,” above for further information.

(2)	Purchase price allocation adjustments related to our 2012 and 2013 acquisitions, primarily related to tax related adjustments for acquired net operating loss, carryforwards or NOL’s.

Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following (in thousands):


	September 30, 2013			December 31, 2012

Intangible assets with definite lives	$	33,707		$	21,382
Less: accumulated amortization		(13,000	)		(13,492	)


Intangible assets with definite lives, net		20,707			7,890
Intangible assets with indefinite lives		30,300			30,300


	$	51,007		$	38,190

The following table presents the components of our intangible assets with definite lives:


			September 30, 2013							December 31, 2012
	Weighted Average 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		8.1	$	17,232	$	(6,824	)	$	10,408	$	14,431	$	(9,029	)	$	5,402
Subscriber relationships		6.2		13,682		(5,124	)		8,558		5,617		(3,511	)		2,106
Technology and other		3.1		2,793		(1,052	)		1,741		1,334		(952	)		382


Total		6.9	$	33,707	$	(13,000	)	$	20,707	$	21,382	$	(13,492	)	$	7,890

Intangible assets with definite lives are amortized on a straight-line basis. The estimated amortization expense for intangible assets with definite lives for the remainder of 2013, the annual expense for the next five years, and the expense thereafter, assuming no subsequent impairment of the underlying assets, is expected to be as follows (in thousands):


2013 (remaining three months)	$	1,462
2014		4,631
2015		2,713
2016		2,213
2017		2,052
2018		2,052
2019 and thereafter		5,584


Total	$	20,707

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.

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

NOTE 8: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2013		December 31, 2012
	(In thousands)
Accrued salary, bonus, and related benefits	$	32,449	$	29,438
Accrued marketing costs		26,225		11,941
Accrued charitable foundation payments		6,150		6,757
Accrued treasury share purchases		4,756		—
Other		25,588		15,100


Total accrued expenses and other current liabilities	$	95,168	$	63,236

Commitments and Contingencies

9 Months Ended

Sep. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9: COMMITMENTS AND CONTINGENCIES

Office Lease Commitments

On June 20, 2013, TripAdvisor LLC (“TA LLC”), our indirect, wholly owned subsidiary, entered into a lease (the “Lease”), with Normandy Gap-V Needham Building 3, LLC, as landlord (the “Landlord”). Pursuant to the Lease, the Landlord will build an approximately 280,000 square foot rental building in Needham, Massachusetts (the “Premises”), and thereafter lease the Premises to TA LLC as TripAdvisor’s new corporate headquarters for an initial term of 15 years and 7 months. If the Landlord fails to deliver the Premises according to the schedule, subject to certain conditions, TA LLC may be entitled to additional free rent, or in extreme cases, a right to terminate the Lease. Under the Lease, TA LLC is required to pay an initial base rent of $33.00 per square foot per year, increasing to $34.50 per square foot by the final year of the initial term, as well as all real estate taxes and other building operating costs.

The aggregate future minimum lease payments are $143.5 million and are currently scheduled to be paid, beginning in November 2015, as follows: $1.1 million for 2015, $9.3 million for 2016, $9.3 million for 2017, and $123.9 million for 2018 and thereafter. The Lease has escalating rental payments and initial periods of free rent and therefore the effects of variable rent payments will be expensed on a straight-line basis over the life of the Lease in accordance with GAAP. All real estate taxes and other building operating costs paid during the term of the Lease will be expensed as incurred. TA LLC is also obligated to deliver a letter of credit to the Landlord in the amount of $0.8 million as security deposit, which amount is subject to increase under certain circumstances. Subject to certain conditions, TA LLC has certain rights under the Lease, including rights of first offer to lease additional space or to purchase the Premises if the Landlord elects to sell. TA LLC also has an option to extend the term of the Lease for two consecutive terms of five years each.

In connection with the Lease, on June 20, 2013, TripAdvisor entered into a Guaranty (the “Guaranty”), pursuant to which TripAdvisor provides full payment and performance guaranty for all of TA LLC’s obligations under the Lease.

The following table presents our estimated future minimum rental payments under all operating leases with non-cancelable lease terms having initial terms in excess of one year as of September 30, 2013 (in thousands):


	Total Payments
2013 (remaining three months)	$	2,679
2014		10,221
2015		8,879
2016		12,951
2017		13,358
2018 and thereafter		149,643


Total (1)	$	197,731

(1)	Excludes spending on anticipated leasehold improvements on our Needham, Massachusetts lease, including design, development, construction costs, the purchase and installation of equipment, and receipt of related Landlord incentives which we estimate will begin in October 2014.

There have been no other material changes outside the normal course of business to our contractual obligations and commercial commitments since December 31, 2012. (Refer to “Note 12—Commitments and Contingencies,” in the Notes to our Consolidated Financial Statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.)

Legal Proceedings

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 U.S. Securities and Exchange Commission 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 claims for damages 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.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2013
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 10: INCOME TAXES Each interim period is considered an integral part of the annual period and, accordingly, we measure our tax expense using an estimated annual effective tax rate. An enterprise is required, at the end of each interim reporting period, to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, as adjusted for discrete taxable events that occur during the interim period. Our effective tax rate for the three and nine months ended September 30, 2013 was 33.2% and 28.2%, respectively. Our effective tax rate for the three and nine months ended September 30, 2012 was 34.4% and 32.6%, respectively. For the three and nine months ended September 30, 2013, the effective tax rate is less than the federal statutory rate primarily due to earnings in jurisdictions outside the United States, where our effective tax rate is lower, which was partially offset by state income taxes, non-deductible stock compensation and accruals on uncertain tax positions. The decrease in the effective tax rate for 2013 compared to the 2012 rate was primarily due to an increase in earnings in jurisdictions outside the United States as well as an internal restructuring that occurred during the fourth quarter of 2012. This restructuring was undertaken within our non-US operations to align our global structure for more efficient treasury management and global cash deployment. Additionally, the rate for the three months ended September 30, 2013 includes a release of an accrual for uncertain tax benefits in the amount of $1.8 million as a result of receiving a Private Letter Ruling from a taxing authority. Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of September 30, 2013, accrued interest is $0.9 million, net of federal benefit, and no penalties have been accrued. 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 has paid the entire income tax liability associated with these filings. As such, our income tax liability for this period was transferred to Expedia upon Spin-Off and was not included in income taxes payable as of December 31, 2011. Additionally, due to continuing ownership and business relationships after the Spin-Off, we will file as part of a unitary combined group with Expedia for certain state tax returns for the 2012 tax period. As of September 30, 2013, the Company’s tax years for 2009 through 2012 are subject to examination by the tax authorities in the United States, various states, and foreign jurisdictions. By virtue of previously filed consolidated income tax returns filed with Expedia, we are routinely under audit. We are currently under an IRS audit for the 2009 and 2010 tax years, and have various ongoing state income tax audits. As of September 30, 2013, 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 2007.

Stockholders' Equity

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Stockholders' Equity

NOTE 11: STOCKHOLDERS’ EQUITY

Common Stock and Class B Common Stock

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

Preferred Stock

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

Accumulated Other Comprehensive Loss

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


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


Total accumulated other comprehensive loss	$	(1,308	)	$	(869	)

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

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

Treasury Stock

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

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

Dividends

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

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Segment Information

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Segment Information

NOTE 12: 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. We define Adjusted EBITDA as net income (loss) plus: (1) provision for income taxes; (2) other (income) expense, net; (3) depreciation of property and equipment, including internal use software and website development; (4) amortization of intangible assets; (5) stock-based compensation; and (6) non-recurring expenses. Such amounts are detailed in our segment reconciliation below. In addition, please see our discussion of Adjusted EBITDA in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

The following table is a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented (in thousands):


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Adjusted EBITDA	$	104,422		$	107,059		$	326,601		$	288,169
Depreciation (1)		(7,634	)		(5,037	)		(20,834	)		(14,033	)
Amortization of intangible assets		(1,443	)		(1,310	)		(4,182	)		(4,909	)
Stock-based compensation		(11,651	)		(8,463	)		(35,470	)		(19,923	)
Other expense, net		(71	)		(1,439	)		(8,154	)		(10,619	)
Provision for income taxes		(27,741	)		(31,275	)		(72,792	)		(77,814	)


Net income	$	55,882		$	59,535		$	185,169		$	160,871

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

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

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+ Details

Earnings Per Share

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 13: EARNINGS PER SHARE

Basic Earnings Per Share

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

Diluted Earnings Per Share

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

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

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


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


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


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

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


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


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

(1)

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

(2)

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

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

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2013
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 14: RELATED PARTY TRANSACTIONS *Expedia* Subsequent to the Spin-Off, we remained a related party with Expedia due to common ownership of our shares and shares of Expedia by Liberty Interactive Corporation. Related-party revenue from Expedia was $56.2 million and $171.0 million for the three and nine months ended September 30, 2013, respectively, and was $56.9 million and $164.2 million for the three and nine months ended September 30, 2012, respectively, which 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 22.0% and 23.4% of our total revenue for the three and nine months ended September 30, 2013, respectively, and 26.7% and 27.7% of our total revenue for the three and nine months ended September 30, 2012, respectively. Other related-party operating expenses which were included within selling and marketing expense were $1.8 million and $4.9 million for the three and nine months ended September 30, 2013, respectively, and were $1.7 million and $5.2 million for the three and nine months ended September 30, 2012, respectively, which primarily consisted of marketing expense for exit windows. The net related party receivable balances with Expedia reflected in our consolidated balance sheets as of September 30, 2013 and December 31, 2012 were $33.9 million and $24.0 million, respectively. *Liberty Interactive Corporation* As of September 30, 2013, Liberty Interactive Corporation, or 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 21.8% 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 56.8% of our voting power as of September 30, 2013. We had no related party transactions with Liberty during the nine months ended September 30, 2013 and 2012, respectively.

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.

Organization and Basis of Presentation (Policies)	9 Months Ended
Organization and Basis of Presentation (Policies)	Sep. 30, 2013
Accounting Policies [Abstract]
Description of Business	*Description of Business* TripAdvisor is an online travel company, empowering users to plan and have the perfect trip. TripAdvisor’s travel research platform aggregates reviews and opinions of members about destinations, accommodations (including 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 33 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 media brands: www.airfarewatchdog.com, www.bookingbuddy.com, www.cruisecritic.com, www.everytrail.com, www.familyvacationcritic.com, www.flipkey.com, www.gateguru.com, www.holidaylettings.co.uk, www.holidaywatchdog.com, www.independenttraveler.com, www.jetsetter.com, www.niumba.com, www.onetime.com, www.seatguru.com, www.smartertravel.com, www.tingo.com, www.travelpod.com, www.virtualtourist.com, www.whereivebeen.com, and www.kuxun.cn, 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, 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.
Basis of Presentation	*Basis of Presentation* The accompanying unaudited consolidated financial statements have been prepared by us in accordance with generally accepted accounting principles, or GAAP, for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared under generally accepted accounting principles for complete periods have been condensed or omitted pursuant to such regulations. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included. All such adjustments are of a normal recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2012 in our Annual Report on Form 10-K. The results for interim periods are not necessarily indicative of the results to be expected for the full year. The financial statements and related financial disclosures have been presented on a consolidated basis.
Consolidation	*Consolidation* Our consolidated 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 noncontrolling interest in our consolidated 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. Although we currently operate at a loss in the Chinese market, our variable interest entities are not material for all periods presented.
Accounting Estimates	*Accounting Estimates* We use estimates and assumptions in the preparation of our consolidated 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 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 financial statements include revenue recognition; recoverability of long-lived assets, valuation and impairment of marketable securities, intangible assets and goodwill; income taxes; useful lives of property and equipment; purchase accounting and stock-based compensation.
Reclassifications	*Reclassifications* We have reclassified certain amounts related to our prior period results to conform to our current period presentation.
Seasonality	*Seasonality* Expenditures by travel advertisers tend to be seasonal. Traditionally, our strongest quarter has been the third quarter, which is a key travel research period, with the weakest quarter being the fourth quarter. However, adverse economic conditions or continued growth of our international operations with differing holiday peaks may influence the typical trend of our seasonality in the future.
Deferred Merchant Payables	*Deferred Merchant Payables* We receive cash from travelers at the time of booking related to our transaction-based businesses and we record these amounts, net of commissions, on our consolidated balance sheets as deferred merchant payables. We pay the hotel or vacation rental owners after the travelers’ use and subsequent billing from the hotel or vacation rental owners. Therefore, we receive cash from the traveler prior to paying the hotel or vacation rental owners, and this operating cycle represents a working capital source of cash to us. As long as our transaction-based businesses grow, we expect that changes in working capital related to these transactions will positively impact operating cash flows. As of September 30, 2013, our deferred merchant payables balance was $28.6 million and for the nine months ended September 30, 2013, the related transactions generated positive operating cash flow of $12.8 million. A payable balance of $14.5 million was acquired with our business acquisitions during the nine months ended September 30, 2013. For additional information on our business acquisitions refer to “Note 6—Acquisitions” below. The deferred merchant payables balance at December 31, 2012 was $1.3 million. There have been no material changes or other additions to our significant accounting policies since December 31, 2012. For additional information about our critical accounting policies and estimates, refer to “Note 2—Significant Accounting Policies,” included in our Annual Report on Form 10-K for the year ended December 31, 2012.
Recently Adopted Accounting Pronouncements	*Recently Adopted Accounting Pronouncements* Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income In February 2013, the Financial Accounting Standards Board, or FASB, issued new accounting guidance which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The new guidance requires that companies present, either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified based on its source and is effective for public companies in interim and annual reporting periods beginning after December 15, 2012. Accordingly, we have adopted these presentation requirements during the first quarter of 2013. The adoption of this new guidance did not have a material impact on our consolidated financial statements or related disclosures.

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Awards and Other Equity Instruments (Tables)

9 Months Ended

Sep. 30, 2013

Summary of Status and Activity for Stock Option Awards Relating to Common Stock

A summary of the status and activity for stock option awards relating to our common stock for the nine months ended September 30, 2013, 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, 2013		8,654	$	31.41
Granted		2,776		57.66
Exercised (1)		1,273		23.53			$	45,300
Cancelled		481		37.34


Options outstanding at September 30, 2013		9,676	$	39.69		6.1	$	349,716


Exercisable as of September 30, 2013		3,499	$	29.83		3.2	$	160,963


Vested and expected to vest after September 30, 2013		8,813	$	39.46		5.9	$	320,645

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Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Risk free interest rate		1.83	%		0.90	%		1.40	%		1.03	%
Expected term (in years)		5.80			6.25			6.05			6.22
Expected volatility		49.62	%		54.78	%		50.81	%		53.54	%
Expected dividend yield		0	%		0	%		0	%		0	%

Summary of RSU Activity on Common Stock

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


	RSUs Outstanding		Weighted Average Grant- Date Fair Value Per Share		Aggregate Intrinsic Value
	(In thousands)				(In thousands)
Unvested RSUs outstanding as of January 1, 2013		446	$	26.11
Granted		1,083		48.84
Vested and released (1)		333		22.51
Cancelled		76		44.81


Unvested RSUs outstanding as of September 30, 2013		1,120	$	47.27	$	84,989

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Summary of Unrecognized Compensation Expense, Net of Estimated Forfeitures and Weighted Average Period Remaining


	Stock Options		RSUs
Unrecognized compensation expense (net of forfeitures)	$	100,509	$	32,061
Weighted average period remaining (in years)		3.46		3.29

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2013

Investments All Other Investments [Abstract]

Schedule of Cash, Cash Equivalents and Marketable Securities


	September 30, 2013
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents(1)		Short-Term Marketable Securities		Long-Term Marketable Securities
Cash (1)	$	231,400	$	—	$	—		$	231,400	$	231,400	$	—	$	—
Level 1:

Money market funds		44,958		—		—			44,958		44,958		—		—


Subtotal		44,958		—		—			44,958		44,958		—		—


Level 2:
U.S. agency securities		38,522		13		(28	)		38,507		—		16,026		22,481
U.S. treasury securities		15,298		1		—			15,299		—		15,299		—
Certificates of deposit		19,200		22		—			19,222		—		16,221		3,001
Commercial paper		999		1		—			1,000		—		1,000		—
Corporate securities		240,755		77		(339	)		240,493		—		102,450		138,043
Municipal securities		5,001		—		—			5,001		—		5,001		—


Subtotal		319,775		114		(367	)		319,522		—		155,997		163,525


Total	$	596,133	$	114	$	(367	)	$	595,880	$	276,358	$	155,997	$	163,525


	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		215,052		—		—			215,052		215,052		—		—


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

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Fair Value and Notional Principal Amounts of Outstanding or Unsettled Derivative Instruments

The following tables show the fair value and notional principal amounts of our outstanding or unsettled derivative instruments that are not designated as hedging instruments (in thousands):


	Balance Sheet Caption	September 30, 2013
		Fair Value of Derivative(2)				U.S. Dollar Notional
		Asset		Liability

Foreign exchange-forward contracts (current)	Accrued and other current liabilities (1)	$	—	$	160	$	6,604


	Balance Sheet Caption	December 31, 2012
		Fair Value of Derivative(2)				U.S. Dollar Notional
		Asset		Liability

Foreign exchange-forward contracts (current)	Accrued and other current liabilities (1)	$	—	$	64	$	2,710

(1)	Derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. dollar.

(2)	The fair value of our derivatives are 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.

Summary of Total Outstanding Borrowings

Debt (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

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


	September 30, 2013
Short-Term Debt:
Revolving Credit Facility	$	—
Term Loan		40,000


Total Short-Term Borrowings	$	40,000


Long-Term Debt:
Term Loan	$	310,000


Total Long-Term Borrowings	$	310,000

Schedule of Remaining Future Minimum Principal Payment Obligations

The remaining future minimum principal payment obligations due under the Credit Agreement related to our Term Loan is as follows as of September 30, 2013 (in thousands):


	Payment Amount
2013 (remaining three months)	$	10,000
2014	$	40,000
2015	$	40,000
2016	$	260,000


Total	$	350,000

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Summary of Purchase Price Allocation Initially Recorded on Consolidated Balance Sheet for all Acquisitions

The following table presents the summary purchase price allocation initially recorded for all 2013 acquisitions on our consolidated balance sheets at the respective acquisition dates (in thousands):


	Total
Net liabilities (1)	$	(14,195	)
Goodwill (2)		34,137
Intangible assets (3)		16,944
Deferred tax liability		(1,352	)


Total purchase price consideration (4)	$	35,534

(1)	Includes cash acquired of $2.9 million.

(2)

(3)

(4)	Subject to adjustment based on (i) final working capital adjustment calculations, and (ii) indemnification obligations of the acquired company stockholders.

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill

The change in goodwill for the nine months ended September 30, 2013 consists of the following (in thousands):


	Total
Balance at December 31, 2012	$	471,684

Additions (1)		34,137
Purchase price allocation adjustments (2)		(5,391	)
Foreign exchange translation adjustments		256


Balance at September 30, 2013	$	500,686

(1)	The additions to goodwill relate to our business acquisitions. See “Note 6—Acquisitions,” above for further information.

(2)	Purchase price allocation adjustments related to our 2012 and 2013 acquisitions, primarily related to tax related adjustments for acquired net operating loss, carryforwards or NOL’s.

Summary of Intangible Assets Acquired in Business Combinations

Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following (in thousands):


	September 30, 2013			December 31, 2012

Intangible assets with definite lives	$	33,707		$	21,382
Less: accumulated amortization		(13,000	)		(13,492	)


Intangible assets with definite lives, net		20,707			7,890
Intangible assets with indefinite lives		30,300			30,300


	$	51,007		$	38,190

Components of Intangible Assets with Definite Lives

The following table presents the components of our intangible assets with definite lives:


			September 30, 2013							December 31, 2012
	Weighted Average 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		8.1	$	17,232	$	(6,824	)	$	10,408	$	14,431	$	(9,029	)	$	5,402
Subscriber relationships		6.2		13,682		(5,124	)		8,558		5,617		(3,511	)		2,106
Technology and other		3.1		2,793		(1,052	)		1,741		1,334		(952	)		382


Total		6.9	$	33,707	$	(13,000	)	$	20,707	$	21,382	$	(13,492	)	$	7,890

Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives


2013 (remaining three months)	$	1,462
2014		4,631
2015		2,713
2016		2,213
2017		2,052
2018		2,052
2019 and thereafter		5,584


Total	$	20,707

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2013

Text Block [Abstract]

Details of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2013		December 31, 2012
	(In thousands)
Accrued salary, bonus, and related benefits	$	32,449	$	29,438
Accrued marketing costs		26,225		11,941
Accrued charitable foundation payments		6,150		6,757
Accrued treasury share purchases		4,756		—
Other		25,588		15,100


Total accrued expenses and other current liabilities	$	95,168	$	63,236

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2013

Commitments And Contingencies Disclosure [Abstract]

Table Presents Our Estimated Future Minimum Rental Payments Under Operating Leases with Non-Cancelable Lease Terms


	Total Payments
2013 (remaining three months)	$	2,679
2014		10,221
2015		8,879
2016		12,951
2017		13,358
2018 and thereafter		149,643


Total (1)	$	197,731

(1)	Excludes spending on anticipated leasehold improvements on our Needham, Massachusetts lease, including design, development, construction costs, the purchase and installation of equipment, and receipt of related Landlord incentives which we estimate will begin in October 2014.

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation Adjustments

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


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


Total accumulated other comprehensive loss	$	(1,308	)	$	(869	)

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

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

Segment Information (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Reconciliation of Adjusted EBITDA to Net Income


	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Adjusted EBITDA	$	104,422		$	107,059		$	326,601		$	288,169
Depreciation (1)		(7,634	)		(5,037	)		(20,834	)		(14,033	)
Amortization of intangible assets		(1,443	)		(1,310	)		(4,182	)		(4,909	)
Stock-based compensation		(11,651	)		(8,463	)		(35,470	)		(19,923	)
Other expense, net		(71	)		(1,439	)		(8,154	)		(10,619	)
Provision for income taxes		(27,741	)		(31,275	)		(72,792	)		(77,814	)


Net income	$	55,882		$	59,535		$	185,169		$	160,871

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

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding

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


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


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


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

Common Shares Related to Stock Options and RSUs Excluded from Calculated Diluted Net Income Per Share


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


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

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(2)

Organization and Basis of Presentation - Additional Information (Detail)	9 Months Ended	12 Months Ended
	Sep. 30, 2013 Country Brand Segment	Dec. 31, 2011 Company
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Number of separate independent public companies \| Company		2
Number of countries with localized versions of website \| Country	33
Number of other travel brands with websites \| Brand	20
Number of reportable segment \| Segment	1

Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Accounting Policies [Abstract]
Deferred merchant payables	$ 28,596	$ 1,303
Operating cash flow generated	12,800
Payable balance acquired with business acquisition	$ 14,500

Stock Based Awards and Other Equity Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Stock-based compensation	$ 11,651	$ 8,463	$ 35,470	$ 19,923
Total income tax benefit related to stock-based compensation expense	$ 4,400	$ 3,200	$ 13,800	$ 7,200
Number of Additional Shares Authorized			15,000,000
Number of stock options granted			2,776,000
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Stock Options [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period of outstanding equity award			4 years
Term of stock options, granted			10 years
Number of stock options granted			2,776,247
Grant-date fair value per option			$ 28.11
Stock options vest period			4 years
Closing stock price	$ 75.84		$ 75.84
Expected dividend yield			0.00%
Restricted Stock Units (RSUs) [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Vesting period of outstanding equity award			4 years
Stock options vest period			4 years
RSUs granted under Incentive Plan			1,083,082

Stock Based Awards and Other Equity Instruments - Summary of Status and Activity for Stock Option Awards Relating to Common Stock (Detail) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2013 USD ($) $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Options Outstanding, Beginning balance \| shares	8,654
Options Outstanding, Granted \| shares	2,776
Options Outstanding, Exercised \| shares	1,273
Options Outstanding, Cancelled \| shares	481
Options Outstanding, Ending balance \| shares	9,676
Options Outstanding, Exercisable, Ending balance \| shares	3,499
Options Outstanding, Vested and expected to vest, Ending balance \| shares	8,813
Weighted Average Exercise Price, Remaining Contractual Life and Aggregate Intrinsic Value
Options Outstanding, Weighted Average Exercise Price, Beginning Balance \| $ / shares	$ 31.41
Options Granted, Weighted Average Exercise Price \| $ / shares	57.66
Options Exercised, Weighted Average Exercise Price \| $ / shares	23.53
Options Cancelled, Weighted Average Exercise Price \| $ / shares	37.34
Options Outstanding, Weighted Average Exercise Price, Ending balance \| $ / shares	39.69
Options Exercisable, Weighted Average Exercise Price, Ending balance \| $ / shares	29.83
Options Vested and expected to vest, Weighted Average Exercise Price, Ending balance \| $ / shares	$ 39.46
Options Outstanding, Weighted Average Remaining Contractual Life, Ending balance	6 years 1 month 6 days
Options Exercisable, Weighted Average Remaining Contractual Life, Ending balance	3 years 2 months 12 days
Options Vested and expected to vest, Weighted Average Remaining Contractual Life, Ending balance	5 years 10 months 24 days
Options Exercised, Aggregate Intrinsic Value, \| $	$ 45,300
Options Outstanding, Aggregate Intrinsic Value, Ending balance \| $	349,716
Options Exercisable, Aggregate Intrinsic Value, Ending balance \| $	160,963
Options Vested and expected to vest, Aggregate Intrinsic Value, Ending balance \| $	$ 320,645

Stock Based Awards and Other Equity Instruments - Summary of Status and Activity for Stock Option Awards Relating to Common Stock (Parenthetical) (Detail)	Sep. 30, 2013 shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of options not converted in shares	168,795

Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Risk free interest rate	1.83%	0.90%	1.40%	1.03%
Expected term (in years)	5 years 9 months 18 days	6 years 3 months	6 years 18 days	6 years 2 months 19 days
Expected volatility	49.62%	54.78%	50.81%	53.54%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity on Common Stock (Detail) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2013 USD ($) $ / shares shares
Summary of RSU's activity on common shares, Weighted Average Grant Date Fair Value Per Share
Unvested RSUs outstanding, Aggregate Intrinsic Value, Ending balance \| $	$ 84,989
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested RSUs outstanding, Beginning balance \| shares	446,000
Granted \| shares	1,083,082
Vested and released \| shares	333,000
Cancelled \| shares	76,000
Unvested RSUs outstanding, Ending balance \| shares	1,120,000
Summary of RSU's activity on common shares, Weighted Average Grant Date Fair Value Per Share
Unvested RSUs outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance \| $ / shares	$ 26.11
Granted \| $ / shares	48.84
Vested and released \| $ / shares	22.51
Cancelled \| $ / shares	44.81
Unvested RSUs outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance \| $ / shares	$ 47.27

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity on Common Stock (Parenthetical) (Detail)	9 Months Ended
	Sep. 30, 2013 shares
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs withheld to satisfy minimum tax withholding requirements	127,199

Stock Based Awards and Other Equity Instruments - Summary of Unrecognized Compensation Expense, Net of Estimated Forfeitures and the Weighted Average Period Remaining (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2013 USD ($)
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense (net of forfeitures), Stock Options	$ 100,509
Weighted average period remaining (in years), Stock Options	3 years 5 months 16 days
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense (net of forfeitures), RSUs	$ 32,061
Weighted average period remaining (in years), RSUs	3 years 3 months 15 days

Financial Instruments - Schedule of Cash, Cash Equivalents and Marketable Securities (Detail) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 596,133	$ 585,909
Unrealized Gains	114	31
Unrealized Losses	(367)	(207)
Fair Value	595,880	585,733
Cash and cash equivalents	276,358	367,515	$ 548,372	$ 183,532
Short-Term Marketable Securities	155,997	118,970
Long-Term Marketable Securities	163,525	99,248
Level 1 [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	44,958	215,052
Unrealized Gains
Unrealized Losses
Fair Value	44,958	215,052
Cash and cash equivalents	44,958	215,052
Short-Term Marketable Securities
Long-Term Marketable Securities
Level 1 [Member] \| Money Market Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	44,958	215,052
Unrealized Gains
Unrealized Losses
Fair Value	44,958	215,052
Cash and cash equivalents	44,958	215,052
Short-Term Marketable Securities
Long-Term Marketable Securities
Level 2 [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	319,775	229,397
Unrealized Gains	114	31
Unrealized Losses	(367)	(207)
Fair Value	319,522	229,221
Cash and cash equivalents		11,003
Short-Term Marketable Securities	155,997	118,970
Long-Term Marketable Securities	163,525	99,248
Level 2 [Member] \| U.S. Agency Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	38,522	13,634
Unrealized Gains	13	4
Unrealized Losses	(28)	(3)
Fair Value	38,507	13,635
Cash and cash equivalents
Short-Term Marketable Securities	16,026	7,635
Long-Term Marketable Securities	22,481	6,000
Level 2 [Member] \| U.S. Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	15,298
Unrealized Gains	1
Unrealized Losses
Fair Value	15,299
Cash and cash equivalents
Short-Term Marketable Securities	15,299
Long-Term Marketable Securities
Level 2 [Member] \| Certificates of Deposit [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	19,200
Unrealized Gains	22
Unrealized Losses
Fair Value	19,222
Cash and cash equivalents
Short-Term Marketable Securities	16,221
Long-Term Marketable Securities	3,001
Level 2 [Member] \| Commercial Paper [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	999	48,710
Unrealized Gains	1	15
Unrealized Losses		(22)
Fair Value	1,000	48,703
Cash and cash equivalents		9,999
Short-Term Marketable Securities	1,000	38,704
Long-Term Marketable Securities
Level 2 [Member] \| Corporate Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	240,755	162,050
Unrealized Gains	77	12
Unrealized Losses	(339)	(180)
Fair Value	240,493	161,882
Cash and cash equivalents		1,004
Short-Term Marketable Securities	102,450	67,630
Long-Term Marketable Securities	138,043	93,248
Level 2 [Member] \| Municipal Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	5,001	5,003
Unrealized Gains
Unrealized Losses		(2)
Fair Value	5,001	5,001
Cash and cash equivalents
Short-Term Marketable Securities	5,001	5,001
Long-Term Marketable Securities
Cash [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost, Cash	231,400	141,460
Unrealized Gains, Cash
Unrealized Losses, Cash
Cash and Cash Equivalents, Cash	231,400	141,460
Short-Term Marketable Securities, Cash
Long-Term Marketable Securities, Cash

Financial Instruments - Schedule of Cash, Cash Equivalents and Marketable Securities (Parenthetical) (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Amortized Cost And Fair Value Debt Securities [Abstract]
Cash not include marketable securities	$ 40,406

Financial Instruments - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Financial Instruments [Line Items]
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
Material realized gains or losses related to sales of marketable securities	$ 0	$ 0	$ 0	$ 0
Total fair value of marketable securities	165,100,000		165,100,000
Total gross unrealized loss position			400,000
Recognize impairment charges	0	0	0	0
Investments in marketable securities	0		0		$ 0
Net gain related to forward contracts	1,200,000	$ 300,000	600,000	$ 300,000
Assets	1,448,153,000		1,448,153,000		1,299,194,000
Liabilities	619,347,000		619,347,000		572,226,000
Level 3 [Member]
Financial Instruments [Line Items]
Assets	0		0		0
Liabilities	$ 0		$ 0		$ 0

Financial Instruments - Fair Value and Notional Principal Amounts of Outstanding or Unsettled Derivative Instruments (Detail) - Foreign Exchange-Forward Contracts (Current) [Member] - Not Designated as Hedging Instruments [Member] - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Prepaid Expenses and Other Current Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset
Liability	160
U.S. Dollar Notional	$ 6,604
Accrued and Other Current Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset
Liability		64
U.S. Dollar Notional		$ 2,710

Debt - Additional Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended
Debt - Additional Information (Detail) $ in Thousands	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2013 CNY (¥)	Sep. 30, 2012 USD ($)	Sep. 30, 2013 CNY (¥)	Dec. 31, 2012 USD ($)	Sep. 30, 2012 CNY (¥)	Apr. 30, 2012 USD ($)	Apr. 30, 2012 CNY (¥)	Dec. 20, 2011 USD ($)
Debt Instrument [Line Items]
Term Loan Facility, principal amount	$ 350,000		$ 350,000
Borrowings, interest rate description			Interest at LIBOR plus 150 basis points, or the Eurocurrency Spread, or the alternate base rate ("ABR") plus 50 basis points	Interest at LIBOR plus 150 basis points, or the Eurocurrency Spread, or the alternate base rate ("ABR") plus 50 basis points
Borrowings alternate base rate			0.50%	0.50%
Commitment fee on undrawn amount			0.225%	0.225%
Principal repayment of term loan			2.50%	2.50%
Principal payments on long-term debt			$ 30,000		$ 15,000
Revolving Credit Facility borrowings	26,177		26,177				$ 32,145
Total interest and commitments fees	$ 1,800	$ 2,100	$ 5,900		6,500
Chinese Credit Facility-BOA [Member]
Debt Instrument [Line Items]
Maximum borrowing limits		$ 30,000			$ 30,000			¥ 189,000,000
Borrowings alternate base rate			100.00%	100.00%
Borrowings, interest rate basis	5.60%		5.60%			5.60%
Revolving Credit Facility borrowings	$ 11,900		$ 11,900
Extended revolving credit facility of Chinese subsidiaries with BOA	$ 22,000		$ 22,000			¥ 138,600,000
Revolving credit facility, maturity term			1 year	1 year
Payment of interest on Chinese Credit Facilities			$ 10,900	¥ 68,283,570
Interest rate of Chinese Credit Facility BOA			Chinese Credit Facility-BOA currently bears interest at a rate based on 100% of the People's Bank of China's base rate and was 5.6% as of September 30, 2013.	Chinese Credit Facility-BOA currently bears interest at a rate based on 100% of the People's Bank of China's base rate and was 5.6% as of September 30, 2013.
Chinese Credit Facility-JPM [Member]
Debt Instrument [Line Items]
Borrowings alternate base rate			100.00%	100.00%
Borrowings, interest rate basis	5.60%		5.60%			5.60%
Revolving Credit Facility borrowings	$ 14,300		$ 14,300
Extended revolving credit facility of Chinese subsidiaries with BOA									$ 20,000	¥ 125,000,000
Revolving credit facility, maturity term			1 year	1 year
Payment of interest on Chinese Credit Facilities			$ 3,900	¥ 24,281,546
Interest rate of Chinese Credit Facility BOA			Chinese Credit Facility-JPM currently bears interest at a rate based on 100% of the People's Bank of China's base rate and was 5.6% as of September 30, 2013.	Chinese Credit Facility-JPM currently bears interest at a rate based on 100% of the People's Bank of China's base rate and was 5.6% as of September 30, 2013.
Term Loan [Member]
Debt Instrument [Line Items]
Maximum borrowing limits											$ 600,000
Term Loan Facility, principal amount											$ 400,000
Period of Term Loan Facility											5 years
Borrowings, maturity date			Dec. 01, 2016	Dec. 01, 2016
Borrowings alternate base rate			1.50%	1.50%
Borrowings, interest rate basis	1.70%		1.70%			1.70%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Period of Term Loan Facility											5 years
Borrowings, maturity date			Dec. 01, 2016	Dec. 01, 2016
Borrowing capacity under Revolving Credit Facility											$ 200,000
Revolving Credit Facility borrowings	$ 0		$ 0
Letters of Credit [Member]
Debt Instrument [Line Items]
Borrowing capacity under Revolving Credit Facility	40,000		40,000
Borrowings on Same Day-notice [Member]
Debt Instrument [Line Items]
Borrowing capacity under Revolving Credit Facility	40,000		40,000
Chinese Credit Facility [Member]
Debt Instrument [Line Items]
Short term borrowings outstanding	$ 26,200		$ 26,200				$ 32,100

Debt - Summary of Total Outstanding Borrowings (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Short-Term Debt:
Total Short-Term Borrowings	$ 40,000
Long-Term Debt:
Total Long-Term Borrowings	310,000	$ 340,000
Revolving Credit Facility [Member]
Short-Term Debt:
Total Short-Term Borrowings
Term Loan [Member]
Short-Term Debt:
Total Short-Term Borrowings	40,000
Long-Term Debt:
Total Long-Term Borrowings	$ 310,000

Debt - Schedule of Remaining Future Minimum Principal Payment Obligations (Detail) $ in Thousands	Sep. 30, 2013 USD ($)
Debt Disclosure [Abstract]
2013	$ 10,000
2014	40,000
2015	40,000
2016	260,000
Total	$ 350,000

Acquisitions - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2013 USD ($) Acquisition	Sep. 30, 2012 Acquisition
Business Combinations [Abstract]
Number of business acquired \| Acquisition	5	0
Total purchase price consideration \| $	$ 31.5

Acquisitions - Summary of Purchase Price Allocations Initially Recorded on Consolidated Balance Sheet for all Acquisitions (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Business Acquisition [Line Items]
Goodwill	$ 500,686	$ 471,684
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Net liabilities	(14,195)
Goodwill	34,137
Intangible assets	16,944
Deferred tax liability	(1,352)
Total purchase price consideration	$ 35,534

Acquisitions - Summary of Purchase Price Allocations Initially Recorded on Consolidated Balance Sheet for all Acquisitions (Parenthetical) (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2013 USD ($)
Business Acquisition [Line Items]
Cash acquired	$ 2.9
Goodwill expected to be deductible for tax purposes	$ 17.4
Weighted-average life of the identifiable definite-lived intangible assets	8 years 3 months 18 days
Developed Technology [Member]
Business Acquisition [Line Items]
Identifiable definite-lived intangible assets	$ 1.6
Trade Name [Member]
Business Acquisition [Line Items]
Identifiable definite-lived intangible assets	7.0
Customer Relationships [Member]
Business Acquisition [Line Items]
Identifiable definite-lived intangible assets	7.9
Non-Compete Agreements [Member]
Business Acquisition [Line Items]
Identifiable definite-lived intangible assets	$ 0.4

Goodwill and Intangible Assets, Net - Summary of Changes in Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2013 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Balance at December 31, 2012	$ 471,684
Additions	34,137
Purchase price allocation adjustments	(5,391)
Foreign exchange translation adjustments	256
Balance at September 30, 2013	$ 500,686

Goodwill and Intangible Assets, Net - Summary of Intangible Assets Acquired in Business Combinations (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Goodwill And Intangible Assets Disclosure [Abstract]
Intangible assets with definite lives	$ 33,707	$ 21,382
Less: accumulated amortization	(13,000)	(13,492)
Intangible assets with definite lives, net	20,707	7,890
Intangible assets with indefinite lives	30,300	30,300
Intangible assets, net	$ 51,007	$ 38,190

Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	6 years 10 months 24 days
Gross Carrying Amount	$ 33,707	$ 21,382
Accumulated Amortization	(13,000)	(13,492)
Intangible assets with definite lives, net	$ 20,707	7,890
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	8 years 1 month 6 days
Gross Carrying Amount	$ 17,232	14,431
Accumulated Amortization	(6,824)	(9,029)
Intangible assets with definite lives, net	$ 10,408	5,402
Subscriber Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	6 years 2 months 12 days
Gross Carrying Amount	$ 13,682	5,617
Accumulated Amortization	(5,124)	(3,511)
Intangible assets with definite lives, net	$ 8,558	2,106
Technology Based and Other [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	3 years 1 month 6 days
Gross Carrying Amount	$ 2,793	1,334
Accumulated Amortization	(1,052)	(952)
Intangible assets with definite lives, net	$ 1,741	$ 382

Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Goodwill And Intangible Assets Disclosure [Abstract]
2013 (remaining three months)	$ 1,462
2014	4,631
2015	2,713
2016	2,213
2017	2,052
2018	2,052
2019 and thereafter	5,584
Intangible assets with definite lives, net	$ 20,707	$ 7,890

Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Payables And Accruals [Abstract]
Accrued salary, bonus, and related benefits	$ 32,449	$ 29,438
Accrued marketing costs	26,225	11,941
Accrued charitable foundation payments	6,150	6,757
Accrued treasury share purchases	4,756
Other	25,588	15,100
Total accrued expenses and other current liabilities	$ 95,168	$ 63,236

Commitments and Contingencies - Additional Information (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2013 USD ($) ft² $ / ft²
Loss Contingencies [Line Items]
Aggregate future minimum lease payments, total	$ 197,731
Aggregate future minimum lease payments in 2015	8,879
Aggregate future minimum lease payments in 2016	12,951
Aggregate future minimum lease payments in 2017	13,358
Aggregate future minimum lease payments in 2018 and thereafter	$ 149,643
Maximum [Member]
Loss Contingencies [Line Items]
Criteria percentage of damages claims	10.00%
Trip Advisor Llc [Member]
Loss Contingencies [Line Items]
Leased Area \| ft²	280,000
Initial term of Lease	15 years 7 months
Initial base rent \| $ / ft²	33.00
Increase in base rent \| $ / ft²	34.50
Aggregate future minimum lease payments, total	$ 143,500
Aggregate future minimum lease payments in 2015	1,100
Aggregate future minimum lease payments in 2016	9,300
Aggregate future minimum lease payments in 2017	9,300
Aggregate future minimum lease payments in 2018 and thereafter	123,900
Security Deposits	$ 800
Extended Lease Term	5 years

Commitments and Contingencies - Estimated Future Minimum Rental Payments under All Operating Leases with Non-Cancelable Lease Terms having Initial Terms in Excess of One Year (Detail) $ in Thousands	Sep. 30, 2013 USD ($)
Commitments And Contingencies Disclosure [Abstract]
2013 (remaining three months)	$ 2,679
2014	10,221
2015	8,879
2016	12,951
2017	13,358
2018 and thereafter	149,643
Total	$ 197,731

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Abstract]
Effective tax rate	33.20%	34.40%	28.20%	32.60%
Accrued uncertain tax benefits	$ 1,800,000		$ 1,800,000
Accrued interest	900,000		900,000
Accrued penalties	$ 0		$ 0

Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2013 USD ($) Vote Director $ / shares shares	Feb. 15, 2013 shares	Dec. 31, 2012 $ / shares shares
Equity [Line Items]
Percentage of directors elected by common stock holders	25.00%
Number of directors \| Director	3
Conversion of Class B common stock	1.00
Preferred stock, shares authorized	100,000,000		100,000,000
Preferred stock, par value \| $ / shares	$ 0.001		$ 0.001
Preferred stock, shares issued	0		0
Authorized the repurchase of shares of common stock		250,000,000
Common stock outstanding shares repurchased	2,083,709
Aggregate cost of shares repurchased, common stock \| $	$ 142,322
Common stock shares remains payable \| $	4,756
Remaining authorized share repurchased amount \| $	$ 107,700
Dividend declared on common stock \| $ / shares	$ 0
Common Stock [Member]
Equity [Line Items]
Common stock, shares authorized	1,600,000,000		1,600,000,000
Common stock, par value \| $ / shares	$ 0.001		$ 0.001
Right to voting	one vote per share
Vote per common share \| Vote	1
Common stock, shares issued	131,372,883		130,060,138
Common stock, shares outstanding	129,289,174		130,060,138
Class B Common Stock [Member]
Equity [Line Items]
Common stock, shares authorized	400,000,000		400,000,000
Common stock, par value \| $ / shares	$ 0.001		$ 0.001
Right to voting	10 votes per share
Vote per common share \| Vote	10
Authorized Class B common stock shares	400,000,000
Common Stock Class B par value per share \| $ / shares	$ 0.001
Common stock, shares issued	12,799,999		12,799,999
Common stock, shares outstanding	12,799,999		12,799,999

Stockholders' Equity - Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation Adjustments (Detail) - USD ($) $ in Thousands	Sep. 30, 2013	Dec. 31, 2012
Equity [Abstract]
Net unrealized loss on securities, net of tax	$ (151)	$ (104)
Cumulative foreign currency translation adjustments	(1,157)	(765)
Total accumulated other comprehensive loss	$ (1,308)	$ (869)

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.