TripAdvisor 2013 Annual Report Download - page 52
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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.
For purposes of governing certain of the ongoing relationships between us and Expedia at and after the
Spin-Off, and to provide for an orderly transition, we and Expedia have entered into various agreements,
including, among others, the Separation Agreement, the Tax Sharing Agreement, the Employee Matters
Agreement and Transition Services Agreement, and commercial agreements. The full texts of the Separation
Agreement, the Tax Sharing Agreement, the Employee Matters Agreement and the Transition Services
Agreement are incorporated by reference in this Annual Report on Form 10-K as Exhibits 2.1, 10.2, 10.3 and
10.4. TripAdvisor has satisfied its obligations under the Separation Agreement, the Employee Matters Agreement
and the Transition Services Agreement. TripAdvisor continues to be subject to certain post-spin obligations
under the Tax Sharing Agreement.
Segment
We have one operating and reportable segment. The segment is determined based on how our chief
operating decision maker manages our business, makes operating decisions, evaluates operating performance and
allocates resources. The chief operating decision maker for the company is our Chief Executive Officer.
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