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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 4, 2014

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TRIPADVISOR, INC.

(Exact name of registrant as specified in its charter)

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(617) 670-6300

Registrants telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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On November 4, 2014, TripAdvisor, Inc. issued a press release announcing its preliminary financial results for the three and nine months ended September 30, 2014. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

TripAdvisor, Inc. makes reference to non-GAAP financial measures in the press release, and includes information regarding such measures in the press release.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item�2.02 and Exhibit 99.1 shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Dated: November 4, 2014

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EXHIBIT INDEX

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Exhibit 99.1

TripAdvisor Reports Third Quarter 2014 Financial Results

NEWTON, MA, November 4, 2014  TripAdvisor, Inc. (NASDAQ: TRIP), the worlds largest travel website*, today announced financial results for the third quarter ended September 30, 2014.

The biggest news for the quarter was our Viator acquisition, which expands our presence into the tours and attractions reservation business. We are thrilled to welcome such a great team to the TripAdvisor family, and are very excited to build on our leadership position in this fast-growing category.�While this acquisition helped accelerate Q3 total revenue growth, it was partially offset by lower than expected Click-based revenue growth. Importantly, our business fundamentals remain strong, and we will continue on our path of investing for long term growth, said Steve Kaufer, TripAdvisors President and Chief Executive Officer.

Discussion of Third Quarter 2014 Results

Total revenue for the third quarter of 2014 was $354 million, an increase of $99 million, or 39%, compared to the third quarter of 2013.

For the third quarter of 2014, revenue from North America grew 35% year-over-year to $176 million, representing 50% of total revenue. Revenue from the Europe, Middle East and Africa region grew 43% year-over-year to $119 million, representing 34% of total revenue. Revenue from the Asia-Pacific region grew 30% year-over-year to $43 million, representing 12% of total revenue. Revenue from the Latin America region grew 78% year-over-year to $16 million, representing 5% of total revenue. International revenue was 53% of total revenue during the third quarter of 2014, flat from 53% in the third quarter of 2013. Click-based advertising revenue by geography is based on the geographic location of our websites.

GAAP net income for the third quarter of 2014 was $54 million, or $0.37 per diluted share, compared to GAAP net income of $56 million, or $0.38 per diluted share, for the third quarter of 2013.

Non-GAAP net income for the third quarter of 2014 was $71 million, or $0.48 per diluted share, compared to non-GAAP net income of $65 million, or $0.45 per diluted share, for the third quarter of 2013.

Adjusted EBITDA for the third quarter of 2014 was $119 million, and Adjusted EBITDA margin was 34%, primarily due to the timing of offline advertising spend, compared to Adjusted EBITDA of $104 million and Adjusted EBITDA margin of 41% for the third quarter of 2013, which did not contain offline advertising spend.

Cash flow from operating activities for the third quarter of 2014 was $58 million, primarily due to seasonality and timing in deferred merchant payables, as well as the timing of our offline ad campaign, customer receipts, and vendor payments.��Year-to-date, cash flow from operating activities grew 17% to $326 million, or 34% of revenue, compared to $278 million, or 38% of revenue for the nine months ending September 30, 2013.

As of September 30, 2014, cash and cash equivalents and short and long term marketable securities were $614 million, an increase of $18 million since September 30, 2013 and a decrease of $56 million since December 31, 2013.

TripAdvisor had 2,719 employees as of September 30, 2014, up from 1,939 at September 30, 2013 and 2,356 employees at June 30, 2014.

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In the companys earnings release and the related conference call or webcast, TripAdvisor may use or discuss non-GAAP net income, non-GAAP net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP operating expenses and free cash flow, which are defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission, or SEC. Please refer to the section below entitled Use of Non-GAAP Financial Measures for definitions of these non-GAAP financial measures and the financial schedules attached to this press release for reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measure.

Other Third Quarter 2014 and Recent Business Highlights

Conference Call

TripAdvisor will host a conference call today, November 4, 2014 at 4:30 p.m., Eastern Time, to discuss TripAdvisors third quarter 2014 operating results, as well as other forward-looking information about TripAdvisors business. Domestic callers may access the earnings conference call by dialing (877)�224-9081 (International callers, dial (224)�357-2223). Investors and other interested parties may also go to the Investor Relations section of TripAdvisors website at http://ir.tripadvisor.com/events.cfm for a live webcast of the conference call. Please access the website at least 15 minutes prior to the call to register, download, and install any necessary audio software. A replay of the conference call will be available on TripAdvisors website noted above or by phone (dial (855)�859-2056 and enter the passcode 97345636) until November 11, 2014 and the webcast will be accessible at http://ir.tripadvisor.com/events.cfm�for at least twelve months following the conference call.

About TripAdvisor
TripAdvisor^� is the world's largest travel site*, enabling travelers to plan and have the perfect trip. TripAdvisor offers trusted advice from real travelers and a wide variety of travel choices and planning features with seamless links to booking tools. TripAdvisor branded sites make up the largest travel community in the world, reaching 315 million unique monthly visitors**, and more than 190 million reviews and opinions covering more than 4.4 million accommodations, restaurants and attractions. The sites operate in 45 countries worldwide, including China under daodao.com. TripAdvisor also includes TripAdvisor for Business, a dedicated division that provides the tourism industry access to millions of monthly TripAdvisor visitors.

TripAdvisor, Inc. (NASDAQ: TRIP) manages and operates websites under 24 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.lafourchette.com, www.niumba.com,�www.onetime.com, www.oyster.com, www.seatguru.com, www.smartertravel.com, www.tingo.com,�www.travelpod.com, www.tripbod.com, www.vacationhomerentals.com, www.viator.com, www.virtualtourist.com, and www.kuxun.cn.�

*Source: comScore Media Metrix for TripAdvisor Sites, worldwide, August 2014

**Source: Google Analytics, average monthly unique users, Q3 2014; does not include traffic to daodao.com

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TripAdvisor, Inc.

SELECTED FINANCIAL INFORMATION

Unaudited Consolidated Statements of Operations

(in millions, except per share amounts)

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TripAdvisor, Inc.

Unaudited Consolidated Balance Sheets

(in millions, except number of shares and per share amounts)

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TripAdvisor, Inc.

Unaudited Consolidated Statement of Cash Flows

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Use of Non-GAAP Financial Measures

To supplement the financial measures presented in TripAdvisors press release and related conference call or webcast in accordance with accounting principles generally accepted in the United States (GAAP), TripAdvisor also reports non-GAAP operating expenses, non-GAAP net income, non-GAAP net income per diluted share, Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow, which are supplemental measures to GAAP and are defined by the SEC as non-GAAP financial measures. A non-GAAP financial measure refers to a numerical measure of a companys historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such companys financial statements.

TripAdvisor defines non-GAAP net income as net income before expenses related to stock-based compensation and amortization of intangible assets and non-recurring expenses, net of related tax effects.

TripAdvisor defines non-GAAP net income per diluted share as non-GAAP net income divided by non-GAAP weighted average diluted shares outstanding, which included dilution from options per the treasury stock method and include all weighted average shares relating to RSUs in shares outstanding for Non-GAAP net income per diluted share.

TripAdvisor defines 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. Adjusted EBITDA is the primary metric by which management evaluates the performance of its business and on which internal budgets are based. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Adjusted EBITDA eliminates items that are either not part of TripAdvisors core operations, such as non-recurring expenses or those costs that do not require a cash outlay, such as stock-based compensation. Adjusted EBITDA also excludes depreciation and amortization expense, which is based on TripAdvisors estimates of the useful life of tangible and intangible assets. These estimates could vary from actual performance of the asset, are based on historical costs and other factors and may not be indicative of current or future capital expenditures. We believe that by excluding certain items, such as stock-based compensation and non-recurring expenses, Adjusted EBITDA corresponds more closely to the cash that operating income generated from our business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of our business, from which capital investments are made and debt is serviced.

TripAdvisor defines Adjusted EBITDA margin as Adjusted EBITDA as a percentage of revenue.

TripAdvisor defines non-GAAP Selling and Marketing, non-GAAP Technology and Content and non-GAAP General and Administrative expenses as GAAP Selling and Marketing, GAAP Technology and Content and GAAP General and Administrative expenses, respectively, before stock-based compensation expense.

TripAdvisor defines free cash flow as net cash provided by operating activities less capital expenditures, which are purchases of property and equipment, including capitalization of internal-use software development costs. We believe that these non-GAAP financial measures are useful measures for analysts and investors to evaluate our future on-going performance as these measures allow a more meaningful comparison of our projected cash earnings and performance with our historical results from prior periods and to the results of our competitors. Moreover, management uses these measures internally to evaluate the performance of our business as a whole.

TripAdvisor provides these non-GAAP financial measures as additional information relating to TripAdvisors operating results as a complement to results provided in accordance with GAAP. Management believes that investors should have access to the same set of tools that management uses to analyze our results. The non-GAAP financial information presented here should be considered in conjunction with, and not as a substitute for or superior to the financial information presented in accordance with GAAP and should not be considered measures of TripAdvisors liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare TripAdvisors performance to that of other companies. TripAdvisor endeavors to compensate for the limitation of the non-GAAP measures presented by also providing the most directly comparable GAAP measures and descriptions of the reconciling items and adjustments to derive the non-GAAP measures.

Pursuant to the requirements of Regulation G, we present a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measure below.

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TripAdvisor, Inc.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions, except share amounts which are reflected in thousands and per share amounts)

(Unaudited) �

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Safe Harbor Statement

Statements in this press release regarding managements future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, without limitation, statements relating to TripAdvisors future financial performance on both a GAAP and non-GAAP basis, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements can be identified by terminology such as anticipate, believe, could, could increase the likelihood, estimate, expect, intend, is planned, may, should, will, will enable, would be expected, look forward, may provide, would or similar terms, variations of such terms or the negative of those terms. Investors are cautioned that statements in this press release, which are not strictly historical statements, including, without limitation, statements by our chief executive officer with respect to growth objectives, strategic investments, and statements regarding managements plans, objectives and strategies, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors detailed in TripAdvisors filings with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, TripAdvisors actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. TripAdvisor is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Investors

(617) 795.7848

[email protected]

Media

(617) 670.6575

[email protected]

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SEC Filings

TripAdvisor (TRIP) Buy Rating Maintained at Deutsche BankNovember 5, 2014 9:07 AM BofA/Merrill Lynch Downgrades TripAdvisor (TRIP) Two-Notches to UnderperformNovember 5, 2014 8:49 AM TripAdvisor (TRIP) PT Slashed 24% at Susquehanna Post Q3November 5, 2014 8:13 AM TripAdvisor (TRIP) Misses Q3 EPS by 12c, Sales BeatNovember 4, 2014 4:05 PM